PUMA TECHNOLOGY INC, S-1/A, 1996-10-16

PUMA TECHNOLOGY INC
S-1/A, 1996-10-16
PREPACKAGED SOFTWARE

Previous: TMP WORLDWIDE INC, 8-A12G, 1996-10-16

Next: TRIUMPH GROUP INC /, S-1/A, 1996-10-16

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1996

REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------

AMENDMENT NO. 1
TO
FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
PUMA TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 7372 77-0349154
(State or other jurisdiction (Primary (I.R.S. Employer
of Standard Identification
incorporation or organization) Industrial Number)
Classification
Code Number)
</TABLE>

2940 NORTH FIRST STREET
SAN JOSE, CA 95134
(408) 321-7650
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
BRADLEY A. ROWE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PUMA TECHNOLOGY, INC.
2940 NORTH FIRST STREET
SAN JOSE, CA 95134
(408) 321-7650
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:

<TABLE>
<S> <C>
ERIC J. LAPP, ESQ. MARK A. BERTELSEN, ESQ.
DENNIS C. SULLIVAN, ESQ. JOSE F. MACIAS, ESQ.
WILLIAM R. SCHREIBER, ESQ. DON S. WILLIAMS, ESQ.
GRAY CARY WARE & FREIDENRICH WILSON SONSINI GOODRICH & ROSATI
A Professional Corporation Professional Corporation
400 Hamilton Avenue 650 Page Mill Road
Palo Alto, CA 94301 Palo, Alto, CA 94304
(415) 328-6561 (415) 493-9300
</TABLE>

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

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
- -------------

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
- -------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value........... 3,450,000 $10.00 $34,500,000 $11,897 (3)
</TABLE>

(1) Includes 450,000 shares which the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Estimated solely for the purposes of calculating the amount of the
registration fee in accordance with Rule 457 under the Securities Act of
1933.

(3) Previously paid.

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE

This Registration Statement contains two forms of prospectus: (i) one to be
used in connection with an offering in the United States (the "U.S. Prospectus")
and (ii) the other to be used in connection with a concurrent offering outside
of the United States (the "International Prospectus"). The U.S. Prospectus and
the International Prospectus are identical in all respects except for the front
and back cover pages of the International Prospectus, which are included herein
are each labeled "Alternate Page for International Prospectus." Final forms of
each of the Prospectuses will be filed with the Securities and Exchange
Commission under Rule 424(b).
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
SUBJECT TO COMPLETION, DATED SEPTEMBER 5, 1996

[LOGO]
3,000,000 Shares
Common Stock

Of the 3,000,000 shares of Common Stock, $0.001 par value, being offered
hereby by Puma Technology, Inc. ("Puma" or the "Company"), 2,250,000 shares
are being offered initially in the United States (the "U.S. Offering") by the
U.S. Underwriters and 750,000 shares are being offered initially outside the
United States (the "International Offering" and together with the U.S.
Offering, the "Offering") by the International Underwriters (together with the
U.S. Underwriters, the "Underwriters"). See "Underwriting." Of the shares
offered hereby, 2,500,000 shares are being sold by Puma and 500,000 shares are
being sold by certain stockholders of the Company (the "Selling
Stockholders"). The Company will not receive any of the proceeds from the sale
of shares by the Selling Stockholders. See "Principal and Selling
Stockholders."

Prior to the Offering, there has been no public market for the Common Stock of
the Company. It is currently estimated that the initial public offering price
will be between $8.00 and $10.00 per share. See "Underwriting" for a
discussion of the factors to be considered in determining the initial public
offering price. The Company has applied to have its Common Stock approved for
listing on the Nasdaq National Market under the symbol "PUMA."

For the information concerning certain risk factors which should be considered
by prospective investors, see "Risk Factors" commencing on page 6.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<S> <C> <C> <C> <C>
PROCEEDS
PRICE UNDERWRITING PROCEEDS TO TO SELLING
TO PUBLIC DISCOUNT(1) COMPANY(2) STOCKHOLDERS
Per Share $ $ $ $
Total(3) $ $ $ $
</TABLE>

(2) Before deducting expenses payable by the Company estimated at $700,000.

(3) Certain Selling Stockholders have granted to the Underwriters a 30-day
option to purchase up to an additional 450,000 shares of Common Stock to
cover over-allotments. If all such shares are purchased, the total Price
to Public, Underwriting Discount and Proceeds to the Selling Stockholders
will be $ , $ and $ , respectively. See "Underwriting."

The shares of Common Stock are offered by the Underwriters, subject to prior
sale, when, as and if delivered to and accepted by them, and subject to
approval of certain legal matters by counsel and certain other conditions. The
Underwriters reserve the right to withdraw, cancel or modify such offer and to
reject orders in whole or in part. It is expected that delivery of the shares
of Common Stock will be made in New York, New York against payment therefor on
or about , 1996.

<TABLE>
<S> <C>
DEUTSCHE MORGAN GRENFELL ALEX. BROWN & SONS
INCORPORATED
</TABLE>

The date of this Prospectus is , 1996.
<PAGE>
[Schematic drawing depicting the personal computer as the central device
connecting a variety of computing devices via Puma's advanced synchronization

and wireless infrared connectivity software.]

IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
TRANXIT AND MAGIC XCHANGE ARE REGISTERED TRADEMARKS OF THE COMPANY.
CLIPMANAGER,
INTELLISYNC, PUMA TECHNOLOGY AND SYNCPRO ARE TRADEMARKS OF THE COMPANY. THIS
PROSPECTUS ALSO INCLUDES TRADE NAMES, TRADEMARKS AND SERVICE MARKS OF OTHER
COMPANIES.

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE INFORMATION
APPEARING ELSEWHERE IN THIS PROSPECTUS, AND UNLESS OTHERWISE INDICATED, THE
INFORMATION CONTAINED IN THIS PROSPECTUS: (I) GIVES EFFECT TO THE
REINCORPORATION OF THE COMPANY IN DELAWARE PRIOR TO THE EFFECTIVE DATE OF THIS
PROSPECTUS; (II) REFLECTS THE EXERCISE OR CONVERSION OF ALL OUTSTANDING
WARRANTS, DEBENTURES AND PREFERRED STOCK TO COMMON STOCK UPON THE CLOSING OF THE
OFFERING AND (III) ASSUMES NO EXERCISE OF THE UNDERWRITERS' OVER-ALLOTMENT
OPTION.

<PAGE>

PROSPECTUS SUMMARY
THE COMPANY

Puma Technology, Inc. develops, markets and supports mobile data exchange
("MDE") software which allows users to easily access, exchange and synchronize
information stored on a variety of different computing devices, including
notebook and handheld computers, personal electronic organizers, smart phones
and smart pagers. The Company's MDE software is designed to improve the
productivity of business professionals who are increasingly relying on mobile
computing devices to address their growing needs for accessible, up-to-date
information, whether in or out of the office. Puma's TranXit product family
("TranXit") is a leading software solution for file transfer, directory
synchronization and wireless printing, specifically designed to operate over
convenient IR connections. Puma's IntelliSync product family allows
"content-aware" data synchronization among different computing devices and,
along with TranXit, offers solutions for convenient, reliable and cost-effective
mobile data exchange. Puma currently has OEM and marketing relationships with
more than 70 hardware and software vendors, including Compaq, Gateway 2000,
Geoworks, HP, IBM, Motorola, NEC, Seiko, Sharp, Toshiba and U.S. Robotics. For
example, Puma jointly markets the IntelliSync for Pilot product with the U.S.
Robotics Pilot, a popular handheld computer. Puma's customers include AST,
Compaq, Fujitsu, Gateway 2000, Hitachi, IBM, Matsushita, Mitsubishi Electronic,
Motorola, NEC, Olivetti, Samsung, Seiko, Sharp, Texas Instruments and Toshiba.

THE OFFERING

<TABLE>
<S> <C>
U.S. Offering............................................................. 2,250,000 shares
International Offering.................................................... 750,000 shares
Total................................................................. 3,000,000 shares (including 2,500,000 shares by the
Company and 500,000 shares by the Selling Stockholders)
Common Stock to be Outstanding after the Offering......................... 11,828,352 shares(1)
Use of Proceeds........................................................... For working capital and general corporate purposes.
Proposed Nasdaq National Market Symbol.................................... PUMA
</TABLE>

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

(1) Excludes (i) 1,106,982 shares of Common Stock subject to outstanding options
at a weighted average price of $2.58 per share and (ii) 140,000 shares of
Common Stock subject to an outstanding warrant at an exercise price of $5.50
per share held by Intel Corporation (the "Intel Warrant"). See
"Management--Stock Plans" and Notes 6, 7 and 10 of Notes to Consolidated
Financial Statements.

SUMMARY CONSOLIDATED AND PRO FORMA COMBINED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED QUARTER ENDED PRO FORMA
PERIOD FROM ------------------------------------------ COMBINED
AUGUST 27, 1993 ------------------- APRIL FISCAL YEAR
(INCEPTION) TO JULY 31, JULY 31, OCT. 31, JAN. 31, 30, JULY 31, ENDED JULY
JULY 31, 1994 1995 1996(1) 1995 1996 1996(1) 1996 31, 1996(2)
--------------- -------- -------- -------- -------- -------- --------- ------------
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue......................... $ 70 $ 860 $ 7,716 $1,152 $1,752 $ 2,101 $ 2,711 $8,831
Gross profit.................... 70 783 7,043 1,047 1,637 1,959 2,400 7,672
Research and development........ 529 1,840 3,107 686 676 750 995 3,469
Sales and marketing............. 175 580 2,169 265 494 652 758 2,657
General and administrative...... 326 500 1,064 160 232 236 436 1,583
In-process research and
development.................... -- -- 2,680 -- -- 2,680 -- --
Operating income (loss)......... (960) (2,137) (1,977) (64) 235 (2,359) 211 (37)
Net income (loss)............... $(954) $(2,146) $(2,401) $ (127) $ 129 $(2,492) $ 89 $ (610)
Pro forma net income (loss) per
share (3)...................... $ (0.25) $(0.01) $ 0.01 $ (0.26) $ 0.01 $(0.06)
Shares used in pro forma per
share calculation (3).......... 9,474 9,397 9,861 9,488 9,908 9,474
</TABLE>

<TABLE>
<CAPTION>
AT JULY 31, 1996
--------------------------
ACTUAL PRO FORMA(4)
--------- ---------------
<S> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments....................................................... $ 982 $ 2,987
Total assets............................................................................................ 4,004 6,009
Convertible debenture................................................................................... 933 --
Stockholders' equity.................................................................................... 653 3,591

PRO FORMA

AS ADJUSTED(5)

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

<S> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments....................................................... $ 23,212

Total assets............................................................................................ 26,234

Convertible debenture................................................................................... --

Stockholders' equity.................................................................................... 23,816

</TABLE>

- -------------
(1) Excluding the impact of in-process research and development, the net income
and pro forma net income per share for the quarter ended April 30, 1996 and
the fiscal year ended July 31, 1996 would have been $188,000 and $279,000,
respectively, and $0.02 per share and $0.03 per share, respectively.

(2) The pro forma combined statement of operations reflects the combined
operations of the Company and IntelliLink as if the acquisition, which was
completed on April 30, 1996, had been completed on August 1, 1995, excludes
the non-recurring charge of $2.7 million related to in-process research and
development resulting from the acquisition and includes an additional charge
for the amortization of goodwill and other intangible assets. See Unaudited
Pro Forma Combined Statement of Operations.

(3) See Note 1 of Notes to Consolidated Financial Statements for the method used
to determine the number of shares used in pro forma per share calculation.

(4) The pro forma balance sheet data gives effect, prior to or upon the closing
of the Offering to: (i) the issuance in August 1996 of 285,715 shares of
Series C Preferred Stock for cash; (ii) the conversion of all outstanding
shares of Preferred Stock into 4,374,726 shares of Common Stock; (iii) the
issuance of 135,000 shares of Common Stock upon the full exercise of certain
outstanding warrants at a price per share of $3.00 and the receipt of net
proceeds therefrom; (iv) the issuance of 184,536 shares of Common Stock upon
the net exercise of certain outstanding warrants at an assumed public
offering price of $9.00 per share and (v) the issuance of approximately
337,000 shares of Common Stock of the Company upon the conversion of
principal and all accrued interest related to an outstanding 7.0%
Convertible Debenture which is convertible at approximately $2.77 per share
(the "Convertible Debenture").

(5) Adjusted to reflect the sale of the 2,500,000 shares of Common Stock offered
by the Company hereby (at an assumed initial public offering price of $9.00
per share and after deducting the estimated underwriting discount and
estimated offering expenses). See "Use of Proceeds" and "Capitalization."

3
<PAGE>
THE COMPANY

Puma Technology, Inc. ("Puma" or the "Company") develops, markets and
supports mobile data exchange ("MDE") software which allows users to easily
access, exchange and synchronize information stored on a variety of different
computing devices, including notebook and handheld computers, personal
electronic organizers, smart phones and smart pagers. The Company's MDE software
is designed to improve the productivity of business professionals who are
increasingly relying on mobile computing devices to address their growing needs
for accessible, up-to-date information, whether in or out of the office. Puma's
TranXit product family ("TranXit") is the leading software solution specifically
designed to utilize wireless infrared ("IR") connectivity technology for file
exchange, synchronization and printing. Puma's lntelliSync product family allows
"content-aware" data synchronization among computing devices and, along with
TranXit, offers solutions for convenient, reliable and cost-effective mobile
data exchange.

Business professionals are continuously seeking ways to improve productivity
and, as a result, are increasingly using the growing number of new, innovative
mobile computing devices. In order to manage information effectively, these
users need convenient connectivity and synchronization solutions for the
specific combination of devices and applications that they use. MDE software
solutions allow users to synchronize information maintained separately on
multiple devices (e.g., contact databases maintained by a mobile professional
using a personal electronic organizer in the field and by a support colleague
using a desktop PC in the office). A software solution that links such different
devices must address multiple hardware architectures, operating systems,
communications architectures and application specific formats and structures.
Puma's products are designed to increase productivity for business professionals
by allowing users to easily access, exchange and synchronize information on a
variety of different computing devices.

Puma's IntelliSync product family provides content-aware data
synchronization, including complete conflict resolution, between a broad range
of PC-based personal information management software ("PIMs"), contact
management and scheduling applications and a number of mobile computing devices.
Based upon the Company's proprietary database synchronization technology,
IntelliSync allows users to automatically synchronize their mobile computing
device directly with various PC applications in a single step, eliminating the
need for intermediate conversions or translations. In addition, TranXit is the
industry's leading software solution for file transfer, directory
synchronization and wireless printing, specifically designed to operate over
convenient wireless IR connections. TranXit is currently shipped on the vast
majority of all IR-enabled notebook PCs shipped worldwide, and operates under
Windows for Workgroups, Windows 3.1 and Windows 95. TranXit for NT and TranXit
for DOS are expected to ship in October of 1996, and each new version of TranXit
is backward compatible with all previous versions.

The Company believes that strategic relationships with mobile computing
device manufacturers and software vendors are significant strengths of the
Company and key to future success. Puma currently has OEM and marketing
relationships with more than 70 hardware and software vendors, including Compaq,
Gateway 2000, Geoworks, HP, IBM, Motorola, NEC, Seiko, Sharp, Toshiba and U.S.
Robotics. For example, Puma jointly markets the IntelliSync for Pilot product
with the U.S. Robotics Pilot, a popular handheld computer. These relationships
generally enable Puma to receive prototypes from hardware manufacturers and
software vendors prior to their market introduction. Puma believes that it is
thereby in a strong position to launch complementary product offerings shortly
after the commercial release of these companies' new hardware and software
products. These relationships also enable the Company to offer solutions
simultaneously across numerous hardware devices, operating systems and
applications.

Puma licenses its software products to more than 50 OEM customers worldwide.
In addition, Puma distributes its retail products through several distribution
channels both domestically and internationally, including major distributors,
resellers, computer dealers, retailers and mail-order companies.
Internationally, the Company is represented by seven distributors and resellers
in Asia, Australia, Canada and Europe. Puma's customers include AST, Compaq,
Fujitsu, Gateway 2000, Hitachi, IBM, Matsushita, Mitsubishi Electronic,
Motorola, NEC, Olivetti, Samsung, Seiko, Sharp, Texas Instruments and Toshiba.

The Company was incorporated in California in August 1993 and intends to be
reincorporated in Delaware prior to the closing of the Offering. References in
this Prospectus to "Puma" or the "Company" refer to Puma Technology, Inc., a
Delaware corporation and, where applicable, its predecessor corporation, Puma
Technology, Inc., a California corporation. The Company's subsidiaries are Puma
Ireland, Inc. and IntelliLink Corp. The Company's principal executive offices
are located at 2940 North First Street, San Jose, CA 95134 and its telephone
number at that location is (408) 321-7650. The Company's World Wide Web site is
located at http://www.pumatech.com. Information contained on the Company's Web
site shall not be deemed to be part of this Prospectus.

4
<PAGE>
RISK FACTORS

EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE DISCUSSION IN
THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, THAT INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
DISCUSSED HERE. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES
INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED BELOW, AS WELL AS THOSE
DISCUSSED ELSEWHERE IN THIS PROSPECTUS. IN ADDITION TO THE OTHER INFORMATION IN
THIS PROSPECTUS, THE FOLLOWING FACTORS SHOULD BE CONSIDERED CAREFULLY IN
EVALUATING AN INVESTMENT IN THE COMMON STOCK OFFERED BY THIS PROSPECTUS.

LIMITED HISTORY OF OPERATIONS AND PROFITABILITY. Puma was organized in
August 1993 and began shipping products in October 1994. Accordingly, the
Company has a limited operating history upon which an evaluation of the Company
and its prospects can be based. The Company has only been profitable in two
quarters since inception. The Company's prospects must be considered in light of
the risks, expenses and difficulties frequently encountered by companies in
their early stages of development, particularly companies in a new and evolving
market such as the mobile data exchange software market. As of July 31, 1996,
the Company had an accumulated deficit of $5.5 million. Although the Company has
experienced increased quarterly revenue over its last four fiscal quarters ended
July 31, 1996, such growth rates may not be sustainable and are not indicative
of future operating results. There can be no assurance that any of the Company's
business strategies will be successful or that the Company's revenue growth or
profitability will continue on a quarterly or annual basis. See "Selected
Consolidated and Pro Forma Combined Financial Information" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS. The Company expects
that its future operating results will fluctuate significantly as a result of
numerous factors, including demand for the Company's products, the Company's
success in developing new products, the timing of new product introductions and
product enhancements by the Company and its competitors, market acceptance of
the Company's new and enhanced products, the emergence of new industry
standards, the timing of customer orders, the mix of products sold, competition,
the mix of distribution channels employed, the evolving and unpredictable nature
of the markets for the Company's products and mobile computing devices, and
general economic conditions. The Company's revenue is difficult to forecast in
part because the market for wireless infrared ("IR") connectivity and data
synchronization software is rapidly evolving. In addition, the Company typically
operates with a relatively small order backlog. As a result, quarterly sales and
operating results depend in part on the volume and timing of orders received
within the quarter, which are difficult to forecast. In addition, a significant
portion of the Company's expense levels is fixed in advance based in large part
on the Company's forecasts of future revenue. If revenue is below expectations
in any given quarter, the adverse impact of the shortfall on the Company's
operating results may be magnified by the Company's inability to adjust spending
to compensate for the shortfall. Therefore, a shortfall in actual revenue as
compared to estimated revenue would have an immediate adverse effect on the
Company's business, financial condition and operating results that could be
material. The Company historically has derived a substantial portion of its
revenue from OEMs. Due to the Company's planned expansion into retail and
reseller distribution channels, an increasing percentage of the Company's
licensing activity is expected to result from the sale of products through
distributors and other resellers, which sales are harder to predict and may have
lower margins than other channels. Sales through such channels may contribute to
increased fluctuations in operating results. A significant portion of the
Company's revenue in any quarter is typically derived from sales to a limited
number of customers. The Company has generally recognized a substantial portion
of its revenue in the last month of each quarter, when it typically receives
royalty reports from its OEM customers. Any significant deferral of purchases of
the Company's products by its customers could have a material adverse effect on
the Company's business, operating results and financial condition in any
particular quarter, and to the extent that significant sales occur earlier than
expected, operating results for subsequent quarters may be adversely affected.
The Company's gross margin on its service revenue is substantially lower than
its gross margin on license revenue. Any increase in service revenue would

5
<PAGE>
have a corresponding increase in cost of revenue and may have an adverse effect
on the Company's gross margins. In addition, certain of the Company's retail
products contain hardware as well as software components. The Company's cost of
revenue, therefore, may be higher than those of other software companies. The
Company may also reduce prices or increase spending in response to competition
or to pursue new market opportunities. The Company has not experienced
significant effects of seasonality to date; however, the operating results of
many software companies reflect seasonal fluctuations, and there can be no
assurance that the Company will not experience such trends in the future. For
example, sales in Europe and certain other countries typically are adversely
affected in the summer months when business activities are reduced. Because of
these factors, the Company believes that period-to-period comparisons of its
operating results are not necessarily meaningful and that such comparisons
should not be relied upon as indications of future performance. As a result of
the foregoing factors, the Company's operating results and stock price may be
subject to significant volatility, particularly on a quarterly basis. Any
shortfall in revenue or net income from levels expected by securities analysts
could have an immediate and significant adverse effect on the trading price of
the Company's Common Stock. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

PRODUCT CONCENTRATION; RISKS ASSOCIATED WITH NEW AND EVOLVING MARKETS. The
market for mobile data exchange software, including wireless IR connectivity and
advanced data synchronization software, is new and evolving. To date, Puma has
derived substantially all of its revenue from the licensing of its TranXit IR
connectivity software. Although additional products are currently being sold and
potential products are currently under development, the Company believes that
the TranXit product family will continue to account for a significant portion of
the Company's revenue for the foreseeable future. The life cycle of TranXit is
difficult to estimate because of, among other factors, the emerging nature of
the MDE software market and the possibility of future competition. As a result,
the Company's future operating results, particularly in the near term, are
dependent upon the continued market acceptance of TranXit. There can be no
assurance that TranXit will continue to meet with market acceptance or that the
Company will be successful in developing, introducing or marketing new or
enhanced products. A decline in the demand for TranXit, as a result of
competition, technological change or other factors, and the failure to
successfully develop, introduce or market new or enhanced products would have a
material adverse effect on the Company's business, financial condition and
results of operations.

The market for MDE software is still emerging, and there can be no assurance
that it will continue to grow or that, even if the market does grow, TranXit
will be adopted. Moreover, although demand for TranXit has grown in recent years
with the Company's OEM customers, the Company has no accurate method of
determining the extent that end-users utilize TranXit. The Company's success in
generating significant revenue in these evolving markets will depend, among
other things, on its ability to educate potential OEMs, retail partners and end
users about the benefits of the Company's IR technology, to maintain and enhance
its relationships with leading OEMs and to develop effective retail distribution
channels. The inability of the Company to continue to penetrate the existing
market for MDE products or the failure of current markets to grow or new markets
to develop or be receptive to the Company's products would have a material
adverse effect on the Company's business, operating results and financial
condition. The emergence of markets for the Company's MDE products will also be
affected by a variety of factors beyond the Company's control. In particular,
the Company's products are designed to conform to certain standard IR and data
communications specifications, many of which have not been adopted as industry
standards. There can be no assurance that these specifications will be widely
adopted or that competing specifications will not emerge which will be preferred
by OEMs. The emergence of markets for the Company's products is also critically
dependent upon continued expansion of the market for mobile computing devices
and the timely introduction and successful marketing and sale of notebook and
desktop personal computers ("PCs"), personal electronic organizers, smart phones
and pagers. In addition, there can be no assurance that IR technology itself
will be adopted as the standard or preferred technology for MDE or that
manufacturers of personal computers will elect to bundle IR technology in their
products. There can be no assurance that these or other factors beyond the
Company's control will not adversely affect the development of markets for the
Company's products.

6
<PAGE>
DEPENDENCE ON OEMS. Revenue from OEMs was 95% and 89% of revenue during
fiscal 1995 and fiscal 1996, respectively. In fiscal 1995, NEC, Toshiba and
Canon accounted for approximately 16%, 15% and 14% of the Company's revenue,
respectively. In fiscal 1996, Toshiba and NEC accounted for approximately 18%
and 13% of the Company's revenue, respectively. Although several OEMs are
subject to certain contractual minimum purchase obligations, there can be no
assurance that any particular OEM will satisfy the minimum obligations.
Weakening demand from any key OEM and the inability of the Company to replace
revenue provided by such OEM could have a material adverse effect on the
Company's business, operating results and financial condition. The Company
maintains individually significant receivable balances from major OEMs. If these
OEMs fail to meet their payment obligations, the Company's operating results
could be materially adversely affected. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and Note 1 of Notes
to Consolidated Financial Statements.

MANAGEMENT OF GROWTH. The Company is currently experiencing rapid growth
and expansion, which has placed, and will continue to place, a significant
strain on its administrative, operational and financial resources and increased
demands on its systems and controls. This growth has resulted in a continuing
increase in the level of responsibility for both existing and new management
personnel. The Company's Chief Financial Officer has recently joined the
Company, and the Company anticipates that its continued growth will require it
to recruit, hire, train and retain a substantial number of new engineering,
managerial, sales and marketing personnel. The Company's ability to manage its
growth successfully will also require the Company to continue to expand and
improve its operational, management and financial systems and controls on a
timely basis. For example, the Company is currently in the process of evaluating
a new management information system. There can be no assurance that the Company
will be able to purchase or successfully implement such a system on a timely
basis. If the Company's management is unable to manage growth effectively, the
Company's business, operating results and financial condition will be materially
adversely affected.

UNCERTAINTIES ASSOCIATED WITH THE INTEGRATION OF INTELLILINK. In April
1996, Puma acquired IntelliLink Corp. ("IntelliLink"), a provider of advanced
data synchronization software. As a result of the acquisition the Company
acquired two additional product families, as well as other technologies. In
addition, 25 new employees joined the Company. IntelliLink had incurred a
cumulative net loss through its acquisition by Puma on April 30, 1996 of
approximately $2.5 million. In connection with the acquisition, the Company's
personnel have dedicated and will continue to dedicate substantial resources in
order to achieve the anticipated technological benefits and operating
efficiencies from integrating the two companies. Difficulties encountered in
integrating the two companies' technologies and operations could adversely
affect the Company's business, operating results and financial condition. In
addition, there can be no assurance that the Company will be able to develop
products utilizing IntelliLink technology, that anticipated research and
development costs will be sufficient to develop any such products or that any
such products will achieve market acceptance and generate significant revenue.
Accordingly, the increased operating expenses associated with IntelliLink's
business could have a material adverse effect on the Company's business,
operating results and financial condition. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

RISKS ASSOCIATED WITH NEW PRODUCT DEVELOPMENT AND TIMELY INTRODUCTION OF NEW
AND ENHANCED PRODUCTS. The markets for Puma's products are characterized by
rapidly changing technologies, evolving industry standards, frequent new product
introductions and short product life cycles. The Company first introduced its
TranXit products in October 1994. As its product families mature, the Company
expects that their gross margins may decline. The Company's future success will
depend to a substantial degree upon its ability to enhance its existing products
and to develop and introduce, on a timely and cost-effective basis, new products
and features that meet changing customer requirements and emerging and evolving
industry standards. The Company budgets amounts to expend for research and
development based on planned product introductions and enhancements; however,
actual expenditures may significantly differ from budgeted expenditures.
Inherent in the product development process are a number of risks. The
development of new, technologically advanced software products is a

7
<PAGE>
complex and uncertain process requiring high levels of innovation, as well as
the accurate anticipation of technological and market trends. The introduction
of new or enhanced products also requires the Company to manage the transition
from older products in order to minimize disruption in customer ordering
patterns, avoid excessive levels of older product inventories and ensure that
adequate supplies of new products can be delivered to meet customer demand.
There can be no assurance that the Company will successfully develop, introduce
or manage the transition to new products. The Company has in the past, and may
in the future, experience delays in the introduction of its products, due to
factors internal and external to the Company. Any future delays in the
introduction or shipment of new or enhanced products, the inability of such
products to gain market acceptance or problems associated with new product
transitions could adversely affect the Company's operating results, particularly
on a quarterly basis. See "Business--Research and Development."

DEPENDENCE ON STRATEGIC BUSINESS RELATIONSHIPS; RISKS ASSOCIATED WITH
THIRD-PARTY SERVICES. Puma believes that its success is largely dependent on
its strategic relationships with key participants in the PC and mobile computing
device industries, including Compaq, IBM, Intel, Microsoft, NEC, Sharp, Texas
Instruments, Toshiba and U.S. Robotics. These relationships generally enable
Puma to receive prototypes from hardware manufacturers and software vendors
prior to their market introduction. Puma is thereby in a stronger position to
launch complementary product offerings shortly after the commercial release of
these companies' new hardware and software products. The loss of any of these
strategic relationships or any other significant partner could materially
adversely affect the Company's product development efforts, its business,
operating results and financial condition and its ability to realize its
strategic objective to be the technological leader in its industry. In addition,
the Company relies significantly on third-party services. In particular, a
third-party service translates the Company's products into 13 different native
languages. The Company has generally been able to obtain translated, functional
versions of its products in a timely manner. However, any significant delays by
such third parties could delay new or existing shipments of products and have a
material adverse effect on the Company's business, operating results and
financial condition.

RISKS ASSOCIATED WITH DEVELOPMENT OF RETAIL DISTRIBUTION CHANNEL. The
Company intends to distribute its products increasingly through distributors,
major computer and software retailing organizations, consumer electronics
stores, discount warehouse stores and other specialty retailers. The Company
often sells on a purchase order basis, and there are often no minimum purchase
obligations on behalf of any principal distributor or retailer. Distribution and
retailing companies in the computer industry have from time to time experienced
significant fluctuations in their businesses, and there have been a number of
business failures among these entities. The insolvency or business failure of
any significant distributor or retailer of the Company's products could have a
material adverse effect on the Company's business, operating results and
financial condition. Further, certain mass market retailers have established
exclusive relationships under which such retailers will buy customer software
only from one or two intermediaries. In such instances, the price or other terms
on which the Company sells to such retailers may be materially adversely
affected by the terms imposed by such intermediaries, or the Company may be
unable to sell to such retailers on the terms which the Company deems
acceptable.

Retailers of the Company's products typically have a limited amount of shelf
space and promotional resources, and there is intense competition among consumer
software producers for adequate levels of shelf space and promotional support
from retailers. The Company expects that, as the number of consumer multimedia
and software products and computer platforms increases, this competition for
shelf space will intensify. Due to increased competition for limited shelf
space, retailers and distributors are increasingly in a better position to
negotiate favorable terms of sale, including price discounts, price protection
and product return policies. Retailers often require software publishers to pay
fees or provide other accommodations in exchange for shelf space. The Company's
products constitute a relatively small percentage of each retailer's sales
volume, and there can be no assurance that retailers will continue to purchase
the Company's products or provide the Company's products with adequate shelf
space and promotional support. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business--Sales and
Marketing."

8
<PAGE>
COMPETITION. The Company expects the market for MDE software, including
data synchronization and IR connectivity software, to the extent it develops, to
become intensely competitive. The Company currently faces direct competition
with respect to a number of its individual products from several private
companies, including Traveling Software. In addition to direct competition, the
Company faces indirect competition from existing and potential customers that
provide internally developed solutions. As a result, the Company must educate
prospective customers as to the advantage of the Company's products versus
internally developed solutions. The Company currently faces limited direct
competition from major applications and operating systems software vendors who
may choose to incorporate data synchronization and IR connectivity functionality
into their software, thereby potentially reducing the need for OEMs to include
Puma's products in their notebook and desktop PCs. For example, Microsoft's
inclusion of certain features permitting data synchronization and IR
connectivity between computers utilizing the Windows 95 operating system may
have the effect of reducing revenue from the Company's software if users of
Windows 95 perceive that their data synchronization and IR connectivity needs
are adequately met by Microsoft. Certain of the companies with which the Company
competes or may in the future compete, including internal software development
groups of its current and potential customers, have substantially greater
financial, marketing, sales and support resources and may have more "brand-name"
recognition than the Company. There can be no assurance that the Company will be
able either to develop software comparable or superior to software offered by
its current or future competitors or to adapt to new technologies, evolving
industry standards and changes in customer requirements. In addition, the PC and
mobile computing device markets experience intense price competition, and the
Company expects that, in order to remain competitive, it may have to decrease
its unit royalties on certain products. See "Business--Competition."

DEPENDENCE ON KEY PERSONNEL. Puma's success depends to a significant degree
upon the continuing contributions of its engineering, management, sales and
marketing personnel. The Company has few employment contracts with its key
personnel and does not maintain any key person life insurance policies. The loss
of key management or technical personnel could adversely affect the Company. The
Company believes that its future success will depend in large part upon its
ability to attract and retain highly-skilled engineering, management, sales and
marketing personnel. In particular, the Company is currently attempting to
recruit new engineering personnel; however, there can be no assurance that the
Company will be successful at hiring or retaining these personnel. Failure to
recruit, hire, train and retain key personnel could have a material adverse
effect on the Company's business, operating results and financial condition. See
"Management."

PROPRIETARY RIGHTS, RISKS OF INFRINGEMENT AND SOURCE CODE RELEASE. Puma
relies on a combination of patent, copyright and trademark laws, trade secrets,
confidentiality procedures and contractual provisions to protect its proprietary
rights. The Company also believes that factors such as the technological and
creative skills of its personnel, new product developments, frequent product
enhancements and name recognition are essential to establishing and maintaining
a technology leadership position. The Company seeks to protect its software,
documentation and other written materials under trade secret and copyright laws,
which afford only limited protection. The Company currently has one issued
United States patent that expires in 2012 and has three patent applications
pending. In addition, the Company has corresponding international patent
applications pending under the Patent Cooperation Treaty in countries to be
designated at a later date. There can be no assurance that the Company's patent
will not be invalidated, circumvented or challenged, that the rights granted
thereunder will provide competitive advantages to the Company or that any of the
Company's pending or future patent applications, whether or not being currently
challenged by applicable governmental patent examiners, will be issued with the
scope of the claims sought by the Company, if at all. Furthermore, there can be
no assurance that others will not develop technologies that are similar or
superior to the Company's technology or design around the patents owned by the
Company. Despite the Company's efforts to protect its proprietary rights,
unauthorized parties may attempt to copy aspects of the Company's products or to
obtain and use information that the Company regards as proprietary. Policing
unauthorized use of the Company's products is difficult, and while the Company
is unable to determine the extent to which piracy of its software products
exists, software piracy can be expected to be a persistent

9
<PAGE>

problem. The Company distributes its software products in the United States,
Japan, Taiwan and member countries of the European Union. The laws of some
foreign countries in which the Company does business, in particular Taiwan, do
not ensure that the Company's means of protecting its proprietary rights in the
United States or abroad will be adequate or that competition will not
independently develop similar technology. There can be no assurance that the
Company will not distribute its software products in the future to countries
where the enforcement of proprietary rights may be equally or more uncertain.
The Company has also entered into source code escrow agreements with a limited
number of its customers requiring release of source code in certain
circumstances. Such agreements generally provide that such parties will have a
limited, non-exclusive right to use such code in the event that there is a
bankruptcy proceeding by or against the Company, if the Company ceases to do
business or if the Company fails to meet its support obligations. The Company
also provides its source code to foreign language translation service providers
and consultants to the Company in limited circumstances. The provision of source
code may increase the likelihood of misappropriation by third parties.

The Company is not aware that it is infringing any proprietary rights of
third parties. There can be no assurance, however, that third parties will not
claim infringement by the Company of their intellectual property rights. The
Company expects that software product developers will increasingly be subject to
infringement claims as the number of products and competitors in the Company's
industry segment grows and the functionality of products in different industry
segments overlaps. Any such claims, with or without merit, could be
time-consuming to defend, result in costly litigation, divert management's
attention and resources or cause product shipment delays. In addition, such
claims could require the Company to discontinue the use of certain software
codes or processes, to cease the manufacture, use and sale of infringing
products, to incur significant litigation costs and expenses and to develop non-
infringing technology or to obtain licenses to the alleged infringing
technology. There can be no assurance that the Company would be able to develop
alternative technologies or to obtain such licenses or, if a license were
obtainable, that the terms would be commercially acceptable to the Company. In
the event of a successful claim of product infringement against the Company and
failure or inability of the Company to license the infringed or similar
technology, the Company's business, operating results and financial condition
would be materially adversely affected. See "Business--Proprietary Rights."

DEPENDENCE ON LICENSED TECHNOLOGY. Puma licenses technology on a
non-exclusive basis from several companies for use with its products and
anticipates that it will continue to do so in the future. The inability of the
Company to continue to license this technology or to license other necessary
technology for use with its products or substantial increases in royalty
payments under third-party licenses could have a material adverse effect on its
business, operating results and financial condition. In addition, the effective
implementation of the Company's products depends upon the successful operation
of these licenses in conjunction with the Company's products, and therefore any
undetected errors in products resulting from such licenses may prevent the
implementation or impair the functionality of the Company's products, delay new
product introductions and injure the Company's reputation. Such problems could
have a material adverse effect on the Company's business, operating results and
financial condition.

PRODUCT ERRORS; PRODUCT LIABILITY. Software products as complex as those
offered by Puma typically contain undetected errors or failures when first
introduced or as new versions are released. Testing of the Company's products is
particularly challenging because it is difficult to simulate the wide variety of
computing environments in which the Company's customers may deploy these
products. Accordingly, there can be no assurance that, despite testing by the
Company and by current and potential customers, errors will not be found after
commencement of commercial shipments, resulting in loss of or delay in market
acceptance, any of which could have a material adverse effect upon the Company's
business, operating results and financial condition. Further, the Company's
license agreements with its customers typically contain provisions designed to
limit the Company's exposure to potential product liability claims. Although the
Company has not experienced any product liability claims, the sale and support
of products by the Company entails the risk of such claims. The Company

10
<PAGE>
does not currently maintain product liability insurance. A successful product
liability claim brought against the Company could have a material adverse effect
upon the Company's business, operating results and financial condition.

RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS. International revenue
accounted for approximately 71% and 67% of Puma's revenue in fiscal 1995 and
fiscal 1996, respectively, and the Company expects that international revenue
will continue to account for a significant portion of its future revenue.
Revenue from the Company's international operations is subject to certain
inherent risks, including unexpected changes in regulatory requirements and
tariffs, difficulties in staffing and managing foreign operations, longer
payment cycles, problems in collecting accounts receivable and potentially
adverse tax consequences. In addition, sales in Europe and certain other parts
of the world typically are adversely affected in the summer months of each year
when many customers and users reduce their business activities. These seasonal
factors may have a material adverse effect on the Company's business, operating
results and financial condition. Although the Company's revenue is currently
denominated in U.S. dollars, fluctuations in currency exchange rates could cause
the Company's products to become relatively more expensive to customers in a
particular country, leading to a reduction in sales or profitability in that
country. Furthermore, future international activity may result in foreign
currency denominated sales, particularly if international revenue from
distributors increases. Consequently, gains and losses on the conversion to U.S.
dollars of accounts receivable and accounts payable arising from international
operations may contribute to fluctuations in the Company's operating results.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business-- Sales and Marketing."

UNCERTAINTY AS TO USE OF PROCEEDS. The principal purposes of this offering
are to obtain additional working capital, to create a public market for the
Company's Common Stock and to facilitate future access by the Company to public
equity markets. The Company expects to use the net proceeds of the offering for
working capital and other general corporate purposes. A portion of the net
proceeds may also be used to acquire or invest in complementary businesses,
products or otherwise to obtain the right to use complementary technologies
which broaden or enhance the Company's current product offerings. There are no
current agreements or negotiations with respect to any acquisitions, investments
or other transactions. As of the date of the Prospectus, the Company has no
specific plans as to the use of the net proceeds from this offering, and will
have broad discretion in the application of the proceeds. Pending any such uses,
the net proceeds will be invested in interest-bearing securities. See "Use of
Proceeds."

NO PRIOR TRADING MARKET FOR COMMON STOCK; POTENTIAL VOLATILITY OF STOCK
PRICE. Prior to the Offering, there has been no public market for the Company's
Common Stock, and there can be no assurance that an active trading market will
develop or be sustained after the Offering. The initial public offering price
will be determined through negotiations among the Company, the Selling
Stockholders and the Representatives of the Underwriters and may not be
indicative of the market price of the Common Stock after the Offering. The
trading price of the Common Stock is likely to be highly volatile and may be
significantly affected by factors such as actual or anticipated fluctuations in
the Company's operating results, announcements of technological innovations, new
products or new contracts by the Company or its competitors, developments with
respect to patents, copyrights or proprietary rights, conditions and trends in
the software and other technology industries, adoption of new accounting
standards affecting the software industry, changes in financial estimates by
securities analysts, general market conditions and other factors. In addition,
the stock market has from time to time experienced significant price and volume
fluctuations that have particularly affected the market prices for the common
stocks of technology companies. These broad market fluctuations may materially
adversely affect the market price of the Company's Common Stock. See
"Underwriting."

CONTROL BY EXISTING STOCKHOLDERS; CERTAIN CHARTER, BYLAW AND OTHER
PROVISIONS. The Company's officers, directors, holders of 5% or more of the
Company's Common Stock and their affiliates will, in the aggregate, beneficially
own approximately 51% of the Company's outstanding shares after the Offering. As
a result, these stockholders, acting together, would be able to control most
matters

11
<PAGE>
requiring approval by the stockholders of the Company, including the election of
directors. In addition, the Company's Bylaws and indemnity agreements provide
that the Company will indemnify officers and directors against losses they may
incur in legal proceedings resulting from their service to the Company. Certain
provisions of the Company's Certificate of Incorporation and Bylaws and certain
other contractual provisions could have the effect of making it more difficult
for a third party to acquire, or of discouraging a third party from attempting
to acquire, control of the Company. Such provisions could limit the price that
certain investors might be willing to pay in the future for shares of the
Company's Common Stock. Certain of these provisions allow the Company to issue
Preferred Stock with rights senior to those of the Common Stock without any
further vote or action by the stockholders, eliminate the right of stockholders
to act by written consent, eliminate cumulative voting and impose various
super-majority voting requirements and other procedures and requirements which
could make it more difficult for stockholders to affect certain corporate
actions. These provisions could also have the effect of delaying or preventing a
change in control of the Company. See "Description of Capital Stock-- Preferred
Stock" and "Description of Capital Stock--Delaware Law and Certain Charter
Provisions."

BENEFITS OF THE OFFERING TO CURRENT STOCKHOLDERS. The completion of the
offering made by this Prospectus will benefit the selling stockholders through
the sale of 500,000 shares at a large gain. In addition, this offering will
benefit all current stockholders of the Company, including its directors and
executive officers, indirectly by, among other things, creating a public market
for the Company's Common Stock, thereby increasing liquidity and potentially
increasing the market value of such stockholders' investment in the Company. The
Company's directors and executive officers and their affiliates beneficially
own, prior to this offering, an aggregate of 6,796,715 shares of Common Stock.
Based on the public offering price of $10.00 per share, such shares beneficially
owned (including shares subject to such options) will have an aggregate market
value of approximately $68.0 million. See "Dilution."

SHARES ELIGIBLE FOR FUTURE SALE. Sales of substantial amounts of the
Company's Common Stock in the public market after the offering could adversely
affect prevailing market prices for the Common Stock. The 3,000,000 shares of
Common Stock offered hereby will be freely tradeable without restriction in the
public market. Taking into account restrictions imposed by the Securities Act of
1933, as amended (the "Securities Act"), rules promulgated by the Securities and
Exchange Commission thereunder and lock-up agreements between certain
stockholders and the Company or Deutsche Morgan Grenfell/C.J. Lawrence Inc., the
number of additional shares that will be available for sale in the public
market, subject in some cases to the volume and other restrictions of Rule 144
under the Securities Act, will be as follows: (i) 57,529 additional shares will
be eligible for immediate sale as of the date of this Prospectus and (ii)
approximately 6,552,251 additional shares will be eligible for sale beginning
180 days after the date of this Prospectus. Approximately 2,218,572 remaining
shares will not be eligible for sale pursuant to Rule 144 until the expiration
of their two-year holding periods, which will expire between October 1997 and
August 1998. Deutsche Morgan Grenfell/C.J. Lawrence Inc. may, in its sole
discretion and at any time without notice, release all or any portion of the
shares subject to such lock-up agreements. Upon the closing of the offering,
holders of 3,874,726 shares of Common Stock are entitled to certain rights with
respect to the registration of such shares under the Securities Act. In
addition, the Company intends to file a registration statement on Form S-8 under
the Securities Act approximately 180 days after the date of this Prospectus to
register 2,822,639 shares of Common Stock issued or reserved for issuance under
its 1993 Stock Option Plan and its 1996 Employee Stock Purchase Plan. As of July
31, 1996, options were outstanding to purchase 1,106,982 shares at a weighted
average exercise price per share of $2.58. See "Description of Capital
Stock--Registration Rights" and "Shares Eligible for Future Sale."

DILUTION. Purchasers of the Common Stock offered hereby will suffer
immediate and substantial dilution in the net tangible book value of the Common
Stock from the initial public offering price. To the extent outstanding options
to purchase the Company's Common Stock or the Intel Warrant are exercised, there
will be further dilution. See "Dilution."

12
<PAGE>
USE OF PROCEEDS

The net proceeds to the Company from the sale of the 2,500,000 shares of
Common Stock offered by the Company hereby are estimated to be $20.2 million
assuming the shares offered hereby are sold at a public offering price of $9.00
per share and after deducting the estimated underwriting discount and estimated
offering expenses. The Company will not receive any of the proceeds from the
sale of the shares of Common Stock offered by Selling Stockholders. The
principal purposes of this initial public offering are to obtain additional
working capital, to create a public market for the Company's Common Stock, to
facilitate future access by the Company to public capital markets, to enhance
the Company's ability to use its Common Stock as consideration for acquisitions
and as a means of attracting and retaining key employees. The Company expects to
use the net proceeds of the Offering for general corporate purposes including
product development, sales and marketing and working capital. The Company may
use a portion of the net proceeds to acquire businesses, technologies or
products complementary to the Company's business. Although the Company has from
time to time engaged in discussions with respect to possible acquisitions, it
has no present understandings, commitments or agreements, nor is it currently
engaged in any discussions or negotiations with respect to any such transaction.
Pending such uses, the Company intends to invest the net proceeds from the
Offering in investment-grade, interest-bearing instruments.

DIVIDEND POLICY

The Company has never declared or paid cash dividends on its stock. The
Company currently anticipates that it will retain all future earnings for use in
the operation and expansion of its business and does not anticipate paying any
cash dividends in the foreseeable future.

13
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company as of July
31, 1996, (i) on an actual basis, (ii) on a pro forma basis after giving effect
to the issuance in August 1996 of 285,715 shares of Series C Preferred Stock for
$1.6 million cash, the conversion of all outstanding shares of Preferred Stock
into 4,374,726 shares of Common Stock, the issuance of 135,000 shares of Common
Stock upon the full exercise of certain outstanding warrants at an exercise
price per share of $3.00 (and the receipt of net proceeds therefrom), the
issuance of 184,536 shares of Common Stock upon the net exercise of certain
outstanding warrants at an assumed public offering price of $9.00 per share and
the conversion of principal and all accrued interest related to the Convertible
Debenture into approximately 337,000 shares of Common Stock of the Company and
(iii) on a pro forma as adjusted basis to reflect the sale of 2,500,000 shares
of Common Stock offered by the Company hereby (at an assumed public offering
price of $9.00 per share) and the application of the estimated net proceeds
therefrom. The information set forth below should be read in conjunction with
the consolidated financial statements and notes thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained elsewhere in this Prospectus.

<TABLE>
<CAPTION>
JULY 31, 1996(1)
--------------------------------------
PRO FORMA AS
ACTUAL PRO FORMA ADJUSTED
--------- ----------- --------------
(IN THOUSANDS, EXCEPT SHARE AND PER
SHARE AMOUNTS)
<S> <C> <C> <C>
Capital lease obligations, net of current portion......................... $ 28 $ 28 $ 28
Convertible debenture..................................................... 933 -- --
--------- ----------- --------------
961 28 28
--------- ----------- --------------
Stockholders' equity:
Preferred stock; $0.001 par value; 3,500,000 shares authorized actual;
2,000,000 shares authorized, none issued and outstanding pro forma and
pro forma as adjusted................................................. -- -- --
Series A convertible preferred stock, $0.001 par value; 2,000,000
shares designated, 1,468,977 shares issued and outstanding actual;
none designated, issued and outstanding pro forma and pro forma as
adjusted............................................................ 2 -- --
Series B convertible preferred stock, $0.001 par value; 1,500,000
shares designated, 1,151,057 shares issued and outstanding actual;
none designated, issued and outstanding pro forma and pro forma as
adjusted............................................................ 1 -- --
Common stock, $0.001 par value; 20,000,000 shares authorized, 4,297,090
shares issued and outstanding actual; 40,000,000
shares authorized pro forma and pro forma as adjusted; 9,328,352
shares issued and outstanding pro forma, and 11,828,352 shares issued
and outstanding pro forma as adjusted................................. 4 9 12
Additional paid-in capital.............................................. 6,686 9,622 29,844
Notes receivable from stockholders...................................... (431) (431) (431)
Deferred stock compensation............................................. (108) (108) (108)
Accumulated deficit..................................................... (5,501) (5,501) (5,501)
--------- ----------- --------------
Total stockholders' equity............................................ 653 3,591 23,816
--------- ----------- --------------
Total capitalization................................................ $ 1,614 $ 3,619 $ 23,844
--------- ----------- --------------
--------- ----------- --------------
</TABLE>

- ---------
(1) EXCLUDES (I) 1,106,982 SHARES OF COMMON STOCK SUBJECT TO OUTSTANDING OPTIONS
AT A WEIGHTED AVERAGE EXERCISE PRICE OF $2.58 PER SHARE; (II) 1,715,657
SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE COMPANY'S 1993 STOCK
OPTION PLAN; (III) 250,000 SHARES OF COMMON STOCK RESERVED BUT UNISSUED
UNDER THE COMPANY'S 1996 EMPLOYEE STOCK PURCHASE PLAN AND (IV) 140,000
SHARES OF COMMON STOCK SUBJECT TO THE INTEL WARRANT AT AN EXERCISE PRICE OF
$5.50 PER SHARE. SEE "MANAGEMENT--STOCK PLANS" AND NOTES 6, 7 AND 10 OF
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

14
<PAGE>
DILUTION

The pro forma net tangible book value of the Company as of July 31, 1996,
was $3.2 million, or $0.34 per share of Common Stock. Pro forma net tangible
book value per share represents the amount of total tangible assets of the
Company reduced by the amount of its total liabilities and divided by the total
number of shares of Common Stock outstanding after giving effect to the issuance
in August 1996 of 285,715 Series C Preferred Stock, the conversion of all
outstanding shares of the Company's Preferred Stock into 4,374,726 shares of
Common Stock upon completion of the Offering, the issuance of 135,000 shares of
Common Stock upon the full exercise of certain outstanding warrants (at an
exercise price of $3.00 per share), the issuance of 184,536 shares of Common
Stock upon the net exercise of certain outstanding warrants (at an assumed
public offering price of $9.00 per share) and the conversion of principal and
all accrued interest related to the Convertible Debenture into approximately
337,000 shares of Common Stock of the Company. After giving effect to the sale
by the Company of 2,500,000 shares offered hereby (at an assumed initial public
offering price of $9.00 per share and after deducting the estimated underwriting
discount and estimated offering expenses), the adjusted pro forma net tangible
book value of the Company as of July 31, 1996, would have been approximately
$23.4 million, or $1.98 per share. This represents an immediate increase in such
net tangible book value of $1.64 per share to existing stockholders and an
immediate dilution of $7.02 per share to new investors. The following table
illustrates this per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share.............................. $ 9.00
Pro forma net tangible book value per share before the Offering............ $ 0.34
Increase per share attributable to new investors........................... 1.64
---------
Pro forma net tangible book value per share after the Offering............... 1.98
---------
Net tangible book value dilution per share to new investors.................. $ 7.02
---------
---------
</TABLE>

The following table sets forth as of July 31, 1996, on a pro forma basis to
reflect the adjustments described above, the differences between the existing
stockholders and the new investors with respect to the number of shares of
Common Stock purchased from the Company, the total consideration paid to the
Company (assuming an initial public offering price of $9.00 per share before
deducting the estimated underwriting discount and estimated offering expenses)
and the average price per share paid:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
-------------------------- --------------------------- PRICE PER
NUMBER PERCENT AMOUNT PERCENT SHARE
------------- ----------- -------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Existing stockholders............................. 9,328,352 78.9% $ 9,578,000 29.9% $ 1.03
New investors (1)................................. 2,500,000 21.1 22,500,000 70.1 9.00
------------- ----- -------------- -----
Total......................................... 11,828,352 100.0% $ 32,078,000 100.0%
------------- ----- -------------- -----
------------- ----- -------------- -----
</TABLE>

- ---------
(1) Sales by the Selling Stockholders in the Offering will reduce the number of
shares held by existing stockholders to 8,828,352 or 74.6% of the total
number of shares of Common Stock outstanding after the Offering, and will
increase the number of shares to be purchased by the new public investors to
3,000,000 or 25.4% of the total number of shares of Common Stock outstanding
after the Offering. See "Principal and Selling Stockholders."

The foregoing tables assume no exercise of stock options or the Intel
Warrant after July 31, 1996. As of July 31, 1996, there were outstanding options
to purchase an aggregate of 1,106,982 shares of Common Stock at a weighted
average exercise price of $2.58 per share. To the extent these securities are
exercised, there will be further dilution to the new public investors. See
"Capitalization," "Management--Stock Plans," "Description of Capital
Stock--Warrants," and Notes 6 and 7 of Notes to Consolidated Financial
Statements.

15
<PAGE>
SELECTED CONSOLIDATED AND PRO FORMA COMBINED FINANCIAL INFORMATION

The following selected consolidated and pro forma combined financial data
should be read in conjunction with the Consolidated Financial Statements and
notes thereto, Unaudited Pro Forma Combined Statement of Operations and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing elsewhere in this Prospectus. The consolidated statement
of operations data for the period from August 27, 1993 (inception) to July 31,
1994 and the two years ended July 31, 1995 and 1996, and the consolidated
balance sheet data as of July 31, 1995 and 1996 are derived from consolidated
financial statements of the Company that have been audited by Price Waterhouse
LLP, independent accountants, and are included elsewhere in this Prospectus. The
consolidated balance sheet data as of July 31, 1994 are derived from audited
financial statements not included in this Prospectus. The consolidated statement
of operations data for the four quarters in the year ended July 31, 1996 are
derived from unaudited consolidated financial statements of the Company that
have been prepared on the same basis as the audited consolidated financial
statements and, in the opinion of management, include all adjustments
(consisting only of normal recurring adjustments) that the Company considers
necessary for a fair presentation of such information in accordance with
generally accepted accounting principles. The historical results are not
necessarily indicative of the results to be expected for any future period.
<TABLE>
<CAPTION>
PERIOD FROM
AUGUST 27, FISCAL YEAR ENDED QUARTER ENDED PRO FORMA
1993 ------------------------------------------ COMBINED
(INCEPTION) ------------------- APRIL FISCAL YEAR
TO JULY 31, JULY 31, JULY 31, OCT. 31, JAN. 31, 30, JULY 31, ENDED JULY
1994 1995 1996(1) 1995 1996 1996(1) 1996 31, 1996(2)
----------- -------- -------- -------- -------- -------- --------- ------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Revenue......................... $ 70 $ 860 $ 7,716 $1,152 $1,752 $ 2,101 $ 2,711 $8,831
Cost of revenue................. -- 77 673 105 115 142 311 1,159
----------- -------- -------- -------- -------- -------- --------- ------------
Gross profit.................... 70 783 7,043 1,047 1,637 1,959 2,400 7,672
----------- -------- -------- -------- -------- -------- --------- ------------
Operating expenses:
Research and development...... 529 1,840 3,107 686 676 750 995 3,469
Sales and marketing........... 175 580 2,169 265 494 652 758 2,657
General and administrative.... 326 500 1,064 160 232 236 436 1,583
In-process research and
development................. -- -- 2,680 -- -- 2,680 -- --
----------- -------- -------- -------- -------- -------- --------- ------------
Total operating expense..... 1,030 2,920 9,020 1,111 1,402 4,318 2,189 7,709
----------- -------- -------- -------- -------- -------- --------- ------------
Operating income (loss)......... (960) (2,137) (1,977) (64) 235 (2,359) 211 (37)
Interest income (expense),
net............................ 6 71 85 25 31 18 11 (64)
----------- -------- -------- -------- -------- -------- --------- ------------
Income (loss) before provision
for income taxes............... (954) (2,066) (1,892) (39) 266 (2,341) 222 (101)
Provision for income taxes...... -- (80) (509) (88) (137) (151) (133) (509)
----------- -------- -------- -------- -------- -------- --------- ------------
Net income (loss)............... $(954) $(2,146) $(2,401) $ (127) $ 129 $(2,492) $ 89 $ (610)
----------- -------- -------- -------- -------- -------- --------- ------------
----------- -------- -------- -------- -------- -------- --------- ------------
Pro forma net income (loss) per
share (3)...................... $ (0.25) $(0.01) $ 0.01 $ (0.26) $ 0.01 $(0.06)
Shares used in pro forma per
share calculation (3).......... 9,474 9,397 9,861 9,488 9,908 9,474

PRO FORMA
JULY 31, JULY 31, JULY 31, JULY 31,
1994 1995 1996 1996(4)
-------- -------- --------- ------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments............................. $ 406 $ 2,500 $ 982 $2,987
Total assets.................................................................. 561 2,948 4,004 6,009
Convertible debenture......................................................... -- -- 933 --
Total stockholders' equity.................................................... 287 1,886 653 3,591
</TABLE>

16
<PAGE>
- ------------
(1) Excluding the impact of in-process research and development, the net income
and pro forma net income per share for the quarter ended April 30, 1996 and
the fiscal year ended July 31, 1996 would have been $188,000 and $279,000,
respectively, and $0.02 per share and $0.03 per share, respectively.

(2) The pro forma combined statement of operations data reflects the combined
operations of the Company and IntelliLink as if the acquisition, which was
completed on April 30, 1996, had been completed on August 1, 1995, excludes
the non-recurring charge of $2.7 million related to in-process research and
development resulting from the acquisition and includes an additional
charge for the amortization of goodwill and other intangible assets. The
unaudited pro forma combined statement of operations are not necessarily
indicative of the future results of operations of the Company or the
results of operations which would have resulted had the Company and
IntelliLink been combined during the period presented. See Unaudited Pro
Forma Combined Statement of Operations.

(3) See Note 1 of Notes to Consolidated Financial Statements for an explanation
of the method used to determine the number of shares used in the pro forma
per share calculation.

(4) The pro forma consolidated balance sheet data gives effect to, prior to or
upon the closing of the Offering: (i) the issuance in August 1996 of
285,715 shares of Series C Preferred stock for $1.6 million cash; (ii) the
conversion of all outstanding shares of Preferred Stock into 4,374,726
shares of Common Stock; (iii) the issuance of 135,000 shares of Common
Stock upon the full exercise of certain outstanding warrants at a price per
share of $3.00 and the receipt of net proceeds therefrom; (iv) the issuance
of 184,536 shares of Common Stock upon the net exercise of certain
outstanding warrants at an assumed public offering price of $9.00 per
share; and (v) the issuance of approximately 337,000 shares of Common Stock
of the Company upon the conversion of principal and all accrued interest
related to the Convertible Debenture.

17
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Puma develops, markets and supports mobile data exchange ("MDE") software,
including wireless infrared ("IR") connectivity and advanced data
synchronization software. The Company was primarily engaged in research and
development from inception until it began commercial shipments of its first
version of TranXit in October 1994. The Company began commercial shipments of
TranXit 2.0 and TranXit 3.0 in July 1995 and June 1996, respectively. To date,
Puma has derived substantially all of its revenue from the licensing of its
TranXit software, and the Company expects that its TranXit software will
continue to account for a significant portion of the Company's revenue for the
foreseeable future. See "Risk Factors--Product Concentration; Risks Associated
with New and Evolving Markets."

The Company's revenue is derived primarily from license revenue and service
revenue. License revenue is derived from the sale of software products and
royalty agreements with OEMs. Service revenue is derived from customer funded
engineering services. In fiscal 1995 and fiscal 1996, service revenue was less
than 10% of revenue. However, the Company expects this percentage to fluctuate
in the future. For all periods presented, the Company has recognized revenue in
accordance with the provisions of American Institute of Certified Public
Accountants Statement of Position No. 91-1 entitled "Software Revenue
Recognition." License revenue is recognized upon shipment of software if no
significant obligation remains and collection of the resulting receivable is
deemed probable. Revenue from OEMs under minimum guaranteed royalty
arrangements, which are not subject to significant future obligations, is
recognized when such royalties are earned and become payable. Royalty revenue
that is subject to significant future obligations is recognized when such
obligations are fulfilled. Royalty revenue that exceeds minimum guarantees is
recognized in the period earned. Payments from customers received before revenue
recognition criteria have been met are recorded as deferred revenue. At July 31,
1996, the Company had $1.0 million of deferred revenue. The Company cannot
predict when such revenue will be recognized or the extent to which new
agreements, which may provide for additional contract advances or minimum
royalty payments, will be executed. The Company also provides a limited amount
of telephone technical support to its customers. These activities are generally
considered insignificant post-contract customer support obligations and related
costs are accrued upon recognition of the license revenue. See Note 1 of Notes
to Consolidated Financial Statements.

The Company's current customer base consists principally of large OEMs in
the PC market. Revenue from OEMs was 95% and 89% of revenue during fiscal 1995
and fiscal 1996, respectively. In fiscal 1995, NEC, Toshiba and Canon accounted
for approximately 16%, 15% and 14% of the Company's revenue, respectively. In
fiscal 1996, Toshiba and NEC accounted for approximately 18% and 13% of the
Company's revenue, respectively. Although several OEMs are subject to certain
contractual minimum purchase obligations, there can be no assurance that any
particular OEM will satisfy the minimum obligations. Accordingly, the Company
recognizes revenue from minimum guaranteed royalties when such royalties are
earned and become payable. Weakening demand from any key OEM and the inability
of the Company to replace revenue provided by such OEM could have a material
adverse effect on the Company's business, operating results and financial
condition. The Company maintains individually significant receivable balances
from major OEMs. If these OEMs fail to meet their payment obligations, the
Company's operating results could be materially adversely affected. See "Risk
Factors--Dependence on OEMs" and Note 1 of Notes to Consolidated Financial
Statements.

International revenue accounted for approximately 71% and 67% of Puma's
revenue in fiscal 1995 and fiscal 1996, respectively, and the Company expects
that international revenue will continue to account for a significant portion of
its future revenue. Revenue from the Company's international operations is
subject to certain inherent risks, including unexpected changes in regulatory
requirements and tariffs, difficulties in staffing and managing foreign
operations, longer payment cycles, problems in collecting accounts receivable
and potentially adverse tax consequences. In addition, revenue from sales in
Europe and certain other parts of the world typically is adversely affected in
the summer months of each year when many customers and users reduce their
business activities. These seasonal factors

18
<PAGE>
may have a material adverse effect on the Company's business, operating results
and financial condition. Although the Company's revenue is currently denominated
in U.S. dollars, fluctuations in currency exchange rates could cause the
Company's products to become relatively more expensive to customers in a
particular country, leading to a reduction in revenue or profitability in that
country. Furthermore, future international activity may result in foreign
currency denominated sales, particularly if international revenue from
distributors increase. Consequently, gains and losses on the conversion to U.S.
dollars of accounts receivable and accounts payable arising from international
operations may contribute to fluctuations in the Company's operating results.
See "Risk Factors--Risks Associated with International Operations."

The Company intends to distribute its products increasingly through
distributors, major computer and software retailing organizations, consumer
electronics stores, discount warehouse stores, and other specialty retailers.
Distribution and retailing companies in the computer industry have from time to
time experienced significant fluctuations in their businesses, and there have
been a number of business failures among these entities. Revenue from retail
sales is subject to several additional risks, including industry practices of
significant price discounts, price protection and product return rights and
limited shelf space. In addition, the Company's products constitute a relatively
small percentage of each retailer's sales volume, and there can be no assurance
that retailers will continue to purchase the Company's products or provide the
Company's products with adequate shelf space and promotional support. See "Risk
Factors--Risks Associated with Development of Retail Distribution Channel."

INTELLILINK ACQUISITION

On April 30, 1996, the Company completed its acquisition of IntelliLink
Corp. ("IntelliLink"), a provider of advanced data synchronization software. The
consolidated financial statements for the quarter ended July 31, 1996 include
the results of IntelliLink from the date of acquisition. The total purchase
price of $3.5 million (including $1.2 million for liabilities assumed) was
quantified based partially on an independent appraisal. The purchase price was
assigned, based on an independent appraisal, to the fair value of the assets
acquired including $327,000 to tangible assets acquired, $2.7 million to
in-process research and development, $120,000 to identified intangible assets
and the remaining $356,000 to goodwill. The goodwill and other intangible assets
were capitalized and are being amortized over periods ranging from two to three
years. In connection with the IntelliLink acquisition, the former IntelliLink
stockholders and optionholders exchanged their stock and stock option rights for
shares of common stock and common stock options of Puma. See "Risk
Factors--Uncertainties Associated with the Integration of IntelliLink" and Note
2 of Notes to Consolidated Financial Statements.

As a result of the acquisition the Company acquired the IntelliLink product
families, as well as other technologies. In addition, 25 IntelliLink employees
joined the Company. IntelliLink had incurred a cumulative net loss through its
acquisition by Puma on April 30, 1996 of approximately $2.5 million on
cumulative revenues of approximately $4.2 million. In connection with the
acquisition, the Company's personnel have dedicated and will continue to
dedicate substantial resources in order to achieve the anticipated technological
benefits and operating efficiencies from integrating the two companies.
Difficulties encountered in integrating the two companies' technologies and
operations could adversely affect the Company's business, operating results and
financial condition. In addition, there can be no assurance that the Company
will be able to develop products utilizing IntelliLink technology, that
anticipated research and development efforts be sufficient to develop any such
products or that any such products will achieve market acceptance and generate
significant revenue. Accordingly, the increased operating expenses associated
with IntelliLink's business could have a material adverse effect on the
Company's business, operating results and financial condition. See "Risk
Factors--Uncertainties Associated with the Integration of IntelliLink."

QUARTERLY RESULTS OF OPERATIONS
Because of the significantly different levels of operations during fiscal
1994, fiscal 1995 and fiscal 1996, the Company believes that year-to-year
comparisons are not meaningful. The following tables present unaudited quarterly
consolidated statement of operations data for each quarter of fiscal 1996, as
well as such data expressed as a percentage of the Company's revenue for the
periods indicated. This

19
<PAGE>
data has been derived from unaudited consolidated financial statements that have
been prepared on the same basis as the audited consolidated financial statements
and include all adjustments (consisting only of normal recurring adjustments)
that the Company considers necessary for a fair presentation of such
information. In view of the Company's recent growth and other factors, the
Company believes that quarter-to-quarter comparisons of its financial results
are not necessarily meaningful and should not be relied upon as an indication of
future performance. In addition, the Company's operating results may fluctuate
from quarter to quarter in the future.
<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------------------
OCT. 31, JAN. 31, APRIL 30, JULY 31,
1995 1996 1996 (1) 1996
--------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Revenue................................................................ $ 1,152 $ 1,752 $ 2,101 $ 2,711
Cost of revenue........................................................ 105 115 142 311
--------- --------- --------- ---------
Gross profit........................................................... 1,047 1,637 1,959 2,400
--------- --------- --------- ---------
Operating expenses:
Research and development............................................. 686 676 750 995
Sales and marketing.................................................. 265 494 652 758
General and administrative........................................... 160 232 236 436
In-process research and development.................................. -- -- 2,680 --
--------- --------- --------- ---------
Total operating expenses........................................... 1,111 1,402 4,318 2,189
--------- --------- --------- ---------
Operating income (loss)................................................ (64) 235 (2,359) 211
Interest income, net................................................... 25 31 18 11
--------- --------- --------- ---------
Income (loss) before provision for income taxes........................ (39) 266 (2,341) 222
Provision for income taxes............................................. (88) (137) (151) (133)
--------- --------- --------- ---------
Net income (loss)...................................................... $ (127) $ 129 $ (2,492) $ 89
--------- --------- --------- ---------
--------- --------- --------- ---------
Pro forma net income (loss) per share.................................. $ (0.01) $ 0.01 $ (0.26) $ 0.01
--------- --------- --------- ---------
--------- --------- --------- ---------
Shares used in pro forma per share calculation......................... 9,397 9,861 9,488 9,908
--------- --------- --------- ---------
--------- --------- --------- ---------

AS A PERCENTAGE OF REVENUE
---------------------------------------------
<S> <C> <C> <C> <C>
Revenue................................................................ 100.0% 100.0% 100.0% 100.0%
Cost of revenue........................................................ 9.1 6.6 6.8 11.5
--------- --------- --------- ---------
Gross profit........................................................... 90.9 93.4 93.2 88.5
--------- --------- --------- ---------
Operating expenses:
Research and development............................................. 59.5 38.6 35.7 36.7
Sales and marketing.................................................. 23.0 28.2 31.0 27.9
General and administrative........................................... 13.9 13.2 11.2 16.1
In-process research and development.................................. -- 127.6 --
---
--------- --------- ---------
---------
Total operating expenses........................................... 96.4 80.0 205.5 80.7
--------- --------- --------- ---------
Operating income (loss)................................................ (5.5) 13.4 (112.3) 7.8
Interest income, net................................................... 2.2 1.8 0.9 0.4
--------- --------- --------- ---------
Income (loss) before provision for income taxes........................ (3.3) 15.2 (111.4) 8.2
Provision for income taxes............................................. (7.6) (7.8) (7.2) (4.9)
--------- --------- --------- ---------
Net income (loss)...................................................... (10.9)% 7.4% (118.6)% 3.3%
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>

- ------------
(1) Excluding the impact of in-process research and development, the net income
and pro forma net income per share for the quarter ended April 30, 1996
would have been $188,000 and $0.02 per share, respectively.

20
<PAGE>
REVENUE

The Company's revenue increased by 52.1%, 19.9% and 29.0% from the first to
second, second to third and third to fourth quarter, respectively, of fiscal
1996. The increases in revenue were primarily due to royalties from increased
unit shipments from the continuing market acceptance of the Company's products.
In addition, revenue from the sale of IntelliLink products contributed
approximately $539,000 to the growth in revenue during the fourth quarter of
fiscal 1996. The fourth quarter is the first quarter to include IntelliLink's
results of operations following the acquisition on April 30, 1996. Excluding the
impact of revenue relating to Intellilink's products, revenue for the quarter
ended July 31, 1996 was relatively flat as compared to the quarter ended April
30, 1996 because of timing of execution of certain contracts which were delayed
to future periods. Introduction of new products and enhancements of existing
products can have a significant impact on the Company's revenue. Any delays in
the scheduled release of major new products and enhancements can have a material
adverse impact on the Company's business, operating results and financial
condition. The Company commenced shipping its IntelliSync product in August 1996
and plans to introduce new versions of TranXit and several new products at
various times during fiscal 1997. Any delays in introduction of these products
or failure of these products to achieve anticipated levels of market acceptance
will have an adverse impact on the Company's business, operating results and
financial condition.

COST OF REVENUE

Cost of revenue consists primarily of product media and duplication,
manuals, packaging supplies, shipping expenses and costs incurred under customer
funded software development agreements and also includes hardware components for
certain retail products. Cost of revenue as a percentage of revenue was 9.1%,
6.6%, 6.8% and 11.5% during the first, second, third and fourth quarters of
fiscal 1996, respectively. The cost of revenue is significantly affected by many
factors, including the mix between OEM and retail distribution channels. Revenue
from OEMs generally has higher gross margins than revenue from distributors or
direct sales. Furthermore, during the first quarter, the Company provided
certain OEMs with kits for bundling with products. Commencing with the second
quarter, most of these OEMs started manufacturing these kits at their own
expense and, as a result, cost of revenue as a percentage of revenue decreased
from the first quarter to the second quarter. However, cost of revenue as a
percentage of revenue increased significantly during the fourth quarter as the
Company included IntelliLink's operating results in its operating results. A
majority of IntelliLink's revenue is derived from direct sales or through sales
to retailers and as a result generally carry lower gross margins. Additionally,
IntelliLink derives a portion of its revenue from customer-funded engineering
contracts and the sales of certain hardware components, both of which carry
lower gross margins. Cost of revenue as a percentage of revenue for IntelliLink
for the quarter ended July 31, 1996 was approximately 39.9%. The Company has
historically derived the vast majority of its revenue from OEM royalty and
license agreements. The Company plans to increase its sales to distributors and
retailers and as a result anticipates that, in the future, its gross margins may
decrease. The Company also anticipates its gross margin will fluctuate from
quarter to quarter depending upon the mix of revenue.

OPERATING EXPENSES

RESEARCH AND DEVELOPMENT. Research and development expenses consist
primarily of salaries and other related expenses for research and development
personnel, fees to outside contractors, the cost of facilities and depreciation
of capital equipment. Research and development expenses as a percentage of
revenue were 59.5%, 38.6%, 35.7% and 36.7% during the first, second, third and
fourth quarters of fiscal year 1996, respectively. Research and development
expenses increased from $686,000 in the quarter ended October 31, 1995 to
$995,000 in the quarter ended July 31, 1996 as the Company increased its efforts
to develop enhanced versions of TranXit and to introduce other new products in
the market. A significant portion of the Company's research and development
expenses are comprised of fees paid to outside contractors which are engaged by
the Company on a project-by-project basis. Research and development expenses for
the first quarter were impacted by contractor expenses related to translation of
the Company's products to foreign language versions. In addition, approximately
$212,000 of the increase in research and development expenses during the fourth

21
<PAGE>
quarter was due to inclusion of IntelliLink's results of operations. The Company
anticipates that research and development expenses will increase in absolute
dollars as the Company continues to invest in product development. However, such
expenses may fluctuate from quarter to quarter both in absolute dollars as well
as a percentage of revenue, depending upon the status of various development
projects.

Research and development expenses generally have been expensed as incurred.
Statement of Financial Accounting Standards No. 86 requires capitalization of
certain software development costs once technological feasibility is
established. The Company defines establishment of technological feasibility as
the completion of a working model. Software development costs incurred
subsequent to the establishment of technological feasibility through the period
of general market availability of the product are capitalized, if material. To
date, all software development costs have been insignificant and expensed as
incurred.

SALES AND MARKETING. Sales and marketing expenses consist primarily of
salaries, commissions and promotional expenses and other related expenses of
sales and marketing personnel. Sales and marketing expenses as a percentage of
revenue were 23.0%, 28.2%, 31.0% and 27.9% during the first, second, third and
fourth quarters of fiscal 1996, respectively. Sales and marketing expenses
increased from $265,000 in the quarter ended October 31, 1995 to $758,000 in the
quarter ended July 31, 1996. Sales and marketing expenses increased in absolute
dollars primarily due to the expansion of the Company's sales force, related
travel and entertainment expenses and increased marketing activities in an
effort to expand its customer base. In addition, approximately $154,000 of the
increase in sales and marketing expenses during the fourth quarter was due to
the inclusion of IntelliLink's results of operations. The Company intends to
continue expanding its sales and marketing organization to promote new products
and increase its presence in the distribution and retail channel. Accordingly,
the Company anticipates that sales and marketing expenses will continue to
increase in absolute dollars.

GENERAL AND ADMINISTRATIVE. General and administrative expenses consist
primarily of salaries and other related expenses of administrative, executive
and financial personnel and other outside professional fees. General and
administrative expenses as a percentage of revenue were 13.9%, 13.2%, 11.2% and
16.1% during the first, second, third and fourth quarters of fiscal 1996,
respectively. General and administrative expenses increased from $160,000 in the
quarter ended October 31, 1995 to $436,000 in the quarter ended July 31, 1996.
General and administrative expenses increased in absolute dollars during each
quarter in fiscal 1996 primarily due to increased headcount. General and
administrative expenses increased during the first quarter due to the Company's
move to larger facilities to support the need for growing infrastructure.
Approximately $157,000 of the change in general and administrative expenses
during the fourth quarter was due to the inclusion of IntelliLink's results of
operations. The Company anticipates that its general and administrative expenses
will increase in absolute dollars in the future as the Company expands its
administrative staff, management information systems and other items related to
infrastructure, amortizes goodwill and other intangible assets acquired in
connection with the acquisition of IntelliLink and assumes additional
responsibilities associated with being a public company.

IN-PROCESS RESEARCH AND DEVELOPMENT. During the quarter ended April 30,
1996, the Company recorded a charge of $2.7 million for in-process research and
development associated with the acquisition of IntelliLink. See Note 2 of Notes
to Consolidated Financial Statements.

OPERATING INCOME (LOSS)

Operating income (loss) fluctuated from quarter to quarter during fiscal
1996, as generally increasing operating income from the Company's core business
was affected by the charge for in-process research and development in the third
quarter of 1996 due to the acquisition of IntelliLink, and due to the
incorporation of IntelliLink results in the third quarter of 1996. Excluding the
charge for in-process research and development, the operating income for the
quarter ended April 30, 1996 would have been approximately $321,000. Excluding
IntelliLink's results of operations, the Company's operating income for the
quarter ended July 31, 1996 would have been approximately $410,000.

22
<PAGE>
INTEREST INCOME, NET

Interest income, net, represents interest earned by the Company on its cash
and short-term investments offset by interest expense on long-term debt and
capitalized leases.

PROVISION FOR INCOME TAXES

The provision for income taxes for each of the four quarters in the year
ended July 31, 1996 represents foreign withholding taxes. The foreign
withholding taxes are a function of royalties earned by the Company from certain
foreign customers.

FACTORS AFFECTING FUTURE OPERATING RESULTS

The Company expects that its future operating results will fluctuate
significantly as a result of numerous factors, including demand for the
Company's products, the Company's success in developing new products, the timing
of new product introductions by the Company and its competitors, market
acceptance of the Company's new and enhanced products, the emergence of new
industry standards, the timing of customer orders, the mix of products sold,
competition, the mix of distribution channels employed, the evolving and
unpredictable nature of the markets for the Company's products and mobile
computing devices generally, and general economic conditions. The Company's
revenue is difficult to forecast in part because the market for wireless IR
connectivity and data synchronization software is rapidly evolving. In addition,
the Company typically operates with a relatively small order backlog. As a
result, quarterly sales and operating results depend in part on the volume and
timing of orders received within the quarter, which are difficult to forecast.
In addition, a significant portion of the Company's expense levels is fixed in
advance based in large part on the Company's forecasts of future revenue. If
revenue is below expectations in any given quarter, the adverse impact of the
shortfall on the Company's operating results may be magnified by the Company's
inability to adjust spending to compensate for the shortfall. Therefore, a
shortfall in actual revenue as compared to estimated revenue would have an
immediate adverse effect on the Company's business, financial condition and
operating results that could be material. The Company historically has derived a
substantial portion of its revenue from OEMs. Due to the Company's planned
expansion into retail and reseller distribution channels, an increasing
percentage of the Company's licensing activity is expected to result from the
sale of products through distributors and other resellers, which sales are
harder to predict and may have lower margins than other channels. Sales through
such channels may contribute to increased fluctuation of operating results. A
significant portion of the Company's revenue in any quarter is typically derived
from sales to a limited number of customers. The Company has generally
recognized a substantial portion of its revenue in the last month of each
quarter, when it typically receives royalty reports from its OEM customers. Any
significant deferral of purchases of the Company's products by its customers
could have a material adverse effect on the Company's business, operating
results and financial condition in any particular quarter, and to the extent
that significant sales occur earlier than expected, operating results for
subsequent quarters may be adversely affected. The Company's gross margin on its
service revenue is substantially lower than its gross margin on license revenue.
Any increase in service revenue would have a corresponding increase in cost of
revenue and may have an adverse effect on the Company's gross margins. In
addition, certain of the Company's retail products contain hardware as well as
software components. The Company's expense levels, therefore, may be higher than
those of other software companies. In addition, a significant portion of the
Company's expense levels is fixed in advance based in large part on the
Company's forecasts of future sales. If sales are below expectations in any
given quarter, the adverse impact of the shortfall on the Company's operating
results may be magnified by the Company's inability to adjust spending to
compensate for the shortfall. The Company may also reduce prices or increase
spending in response to competition or to pursue new market opportunities. The
Company has not experienced seasonality to date; however, the operating results
of many software companies reflect seasonal fluctuations, and there can be no
assurance that the Company will not experience such fluctuations in the future.
For example, sales in Europe and certain other countries typically are adversely
affected in the summer months when business activities are reduced. Because of
these factors, the Company believes that period-to-period comparisons of its
operating

23
<PAGE>
results are not necessarily meaningful and that such comparisons should not be
relied upon as indications of future performance. As a result of the foregoing
factors, the Company's operating results and stock price may be subject to
significant volatility, particularly on a quarterly basis. Any shortfall in
revenue or net income from levels expected by securities analysts could have an
immediate and significant adverse affect on the trading price of the Company's
Common Stock. See "Risk Factors-- Potential Fluctuations in Quarterly Operating
Results."

FISCAL YEARS ENDED JULY 31, 1994, 1995 AND 1996

REVENUE

Revenue was $70,000, $860,000 and $7.7 million during the period from August
27, 1993 (inception) to July 31,1994 (the "Inception Period"), and in fiscal
1995 and fiscal 1996, respectively. The increase in revenue was primarily due to
increased unit shipments from the continuing market acceptance of the Company's
products.

COST OF REVENUE

Cost of revenue was $77,000 and $673,000 in fiscal 1995 and fiscal 1996,
respectively. The increases in the cost of revenue reflect the higher volume of
unit shipments in each year and the mix of revenue in fiscal 1996.

OPERATING EXPENSES

RESEARCH AND DEVELOPMENT. Research and development expenses were $529,000,
$1.8 million and $3.1 million during the Inception Period, in fiscal 1995 and
fiscal 1996, respectively. The increases in research and development expenses in
each of these periods were primarily attributable to increased headcount and
associated expenses incurred to develop, expand and enhance the Company's
product families.

SALES AND MARKETING. Sales and marketing expenses were $175,000, $580,000
and $2.2 million during the Inception Period, in fiscal 1995 and fiscal 1996,
respectively. The increases in sales and marketing expenses were primarily due
to the expansion of the Company's sales force and related travel, entertainment
and other marketing activities.

GENERAL AND ADMINISTRATIVE. General and administrative expenses were
$326,000, $500,000 and $1.1 million during the Inception Period, in fiscal 1995
and fiscal 1996, respectively. The increases in general and administrative
expenses were primarily the result of increased headcount and additional
expenses necessary to manage and support the Company's growth.

PROVISION FOR INCOME TAXES

No provision for federal and state income taxes has been recorded as the
Company has incurred net operating losses through July 31, 1996. The provision
for income taxes in fiscal 1995 and fiscal 1996 is comprised of foreign
withholding tax. At July 31, 1996, the Company had approximately $1.6 million of
federal net operating loss carryforwards for tax reporting purposes available to
offset future taxable income; such carryforwards expire beginning in 2008. Under
the ownership changes limitations provided by the Internal Revenue Code of 1986,
as amended (the "Code"), the amount of and benefit from net operating losses
that can be carried forward may be impaired or limited in certain circumstances.
As a result of the cumulative changes in stock ownership of the Company of more
than 50% during fiscal 1994 and again during fiscal 1995 and fiscal 1996, as
defined by the Code, annual utilization by the Company of its net operating loss
carryforwards is limited. The Company has incurred losses since inception. The
Company believes that, based on the history of such losses and other factors,
the weight of available evidence indicates that it is more likely than not that
it will not be able to realize its deferred tax assets and thus a full valuation
reserve has been recorded at July 31, 1995 and 1996. See Note 8 of Notes to
Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, the Company has financed its operations and met its capital
expenditure requirements primarily from proceeds from the private sale of
Preferred and Common Stock. Through July 31,

24
<PAGE>

1996, the Company has raised approximately $5.0 million from the sale of
Preferred and Common Stock. At July 31, 1996, the Company's principal source of
liquidity represented cash and cash equivalents of $982,000. The Company raised
an additional $1.6 million from the sale of Preferred Stock in August 1996. The
Company has no bank financing arrangements.

The Company's operating activities used cash of $724,000 during the
Inception Period, $1.4 million in fiscal 1995 and $896,000 in fiscal 1996. The
increased use of cash in fiscal 1995 as compared with fiscal 1994 was
attributable to an increased net loss and increases in accounts receivable,
offset partially by increased deferred revenue and accounts payable. The
decrease in net cash used in fiscal 1996 as compared with fiscal 1995 is
primarily due to an increase in net loss, offset by the non-cash in-process
research and development charge related to the acquisition of IntelliLink and an
increase in accounts receivable.

Cash flow from investing activities used $105,000 and $680,000 of net cash
during the Inception Period and in fiscal 1995, respectively, to purchase
short-term investments and property and equipment. Cash provided by investing
activities in fiscal 1996 of $132,000 was primarily related to proceeds from
maturities of short-term investments offset by purchases of property and
equipment. Financing activities provided $1.2 million and $3.7 million of net
cash during the Inception Period and fiscal 1995, respectively, due primarily to
the issuance of Preferred and Common Stock. Net cash of $254,000 was used in
financing activities in fiscal 1996 primarily due to advances to a former
officer of IntelliLink.

The Company currently has no significant capital commitments other than
commitments under capital leases. See Note 9 of Notes to Consolidated Financial
Statements. The Company believes that net proceeds from the sale of the Common
Stock offered hereby, together with the proceeds from the issuance of its Series
C Preferred Stock, its current cash balances and cash generated from operations,
if any, will be sufficient to meet its working capital and other cash
requirements for at least the next twelve months.

25
<PAGE>
BUSINESS

Puma develops, markets and supports mobile data exchange ("MDE") software,
which allows users to easily access, exchange and synchronize information stored
on a variety of different computing devices such as desktop computers and mobile
computing devices, including notebook and handheld computers, personal
electronic organizers, smart phones and smart pagers. The Company's MDE software
is designed to improve the productivity of business professionals who are
increasingly relying on mobile computing devices to address their growing needs
for accessible, up-to-date information, whether in or out of the office. Puma's
TranXit product family ("TranXit") is the leading software solution specifically
designed to utilize wireless infrared ("IR") connectivity technology for file
exchange, synchronization and printing. Puma's IntelliSync product family allows
"content-aware" data synchronization among computing devices and, along with
TranXit, offers solutions for convenient, reliable and cost-effective mobile
data exchange.

INDUSTRY BACKGROUND

In recent years, significant advancements in miniaturization, visual
displays, long-life batteries and portable communications have led to the
introduction of many innovative new mobile computing devices. These highly
portable devices allow users to work and communicate as they travel and has
fueled the significant growth of mobile computing. According to International
Data Corporation ("IDC"), portable computers represented 15.2% of total personal
computer ("PC") shipments of 58.2 million units in 1995. IDC estimates that this
percentage will grow to 19.6% of 117.2 million units in the year 2000. Other
electronic consumer devices, such as personal electronic organizers and smart
phones, are also being introduced to provide data storage and information
management capabilities to the mobile business professional. The recently
introduced U.S. Robotics Pilot product is an example of a popular handheld
computer. Dataquest estimates that 1.3 million handheld computers, including
organizers and other handheld devices, were shipped worldwide in 1995, and will
grow to 5.3 million in the year 2000.

While notebooks and other mobile computing devices have increased individual
productivity, they have created certain challenges in the areas of connectivity
and synchronization of data and files stored on those devices and on desktop
computers. Until recently, users of mobile computing devices were limited to
cable and wired solutions as the only effective means to connect to their
desktop computers and printing devices. Early attempts at wireless connectivity
were based on radio frequency ("RF") technology. Although RF technology is
adequate for specialized applications, it has not been widely adopted in the
mobile computing industry because it is expensive and difficult to use, and has
little standardization, limited interoperability and many government
restrictions. Consequently, most PC notebook manufacturers have adopted IR as
the most cost-effective, efficient medium for wireless connectivity in the MDE
software market. Today, IR connectivity costs less than other connectivity
technologies, requires less space inside a device, and is based on a single,
international standard developed by the Infrared Data Association ("IrDA") which
includes approximately 150 companies including Compaq, Ericsson, HP, IBM, Intel,
Microsoft, Motorola, Nokia, Sharp and Toshiba. The Company believes the market
for IR connectivity is significant, as IDC estimates that 1.7 million IR-enabled
notebooks were shipped worldwide in 1995, and will grow to 20 million in the
year 2000. IDC also estimates that the percentage of IR-enabled notebook
computers as a percentage of all notebook computers shipped will increase from
21.2% in 1995 to 100.0% by the year 2000.

As more types of new mobile computing devices become available to business
professionals, users are faced with the difficulty of exchanging information
among these various devices. This problem of interoperability is caused by the
need to exchange information among different hardware devices, operating systems
and applications. Hardware platforms range from high-speed Pentium PCs with
hundreds of megabytes of memory and gigabytes of storage, to "shirt pocket"
organizers, with specialized processors and limited memory and storage. In
addition, these devices use numerous operating systems, such as Windows for
Workgroups, Windows 3.1, Windows 95, Windows NT, DOS and proprietary operating
systems, and utilize an even greater range of information management
applications, databases and data formats. Enabling these devices to communicate,
exchange and synchronize information is a complex and challenging task.
Accomplishing this requires data-level, or content-aware, synchronization
technology to maintain complete, up-to-date and accurate information. For
example,

26
<PAGE>
content-aware data synchronization technology allows users to exchange addresses
from the Address Book software application on a US Robotics Pilot with Lotus
Organizer on a desktop PC, updating only the fields that have been most recently
modified, rather than copying one file over another, thereby synchronizing both
databases with the latest information.

Business professionals are continuously seeking ways to improve productivity
and, as a result, are increasingly using the growing number of new, innovative
mobile computing devices. In order to
manage information effectively, these users need convenient connectivity and
synchronization solutions for the specific combination of devices and
applications that they use. MDE software solutions allow users to synchronize
information maintained separately on multiple devices (e.g., contact databases
maintained by a mobile professional using a personal electronic organizer in the
field and by a support colleague using a desktop PC in the office). A software
solution that links such different devices must address multiple hardware
architectures, operating systems, communications architectures and application
specific formats and structures.

THE PUMA SOLUTION

Puma's MDE software products are designed to increase productivity for
business professionals by allowing users to easily access, exchange and
synchronize information stored on a variety of different computing devices.
Puma's products allow the mobile professional to access information at low cost
with easy-to-use applications, saving time and money. The TranXit product family
is specifically designed to utilize IR connectivity technology for reliable,
cost-effective file exchange, synchronization and printing. Puma's lntelliSync
product family allows users to synchronize data on handheld mobile computing
devices with data on PCs by virtue of lntelliSync's content-aware data
synchronization technology. The Puma solution includes the following
characteristics:

INTELLIGENT, CONTENT-AWARE DATA SYNCHRONIZATION. The Company's technology
provides content aware data synchronization among a growing number of handheld
devices and industry-leading personal information management software ("PIMs")
and contact management and scheduling applications such as Lotus Organizer,
Microsoft Schedule +, NetManage ECCO, Starfish Sidekick and others. This
technology seamlessly and transparently translates the information from one data
format to another as the information is synchronized. Built on a powerful data
translation engine, it can expand via device and application-specific
translators to accommodate new devices and applications.

WIDESPREAD SOLUTIONS FOR INTEROPERABILITY. Puma's products provide
connectivity and content-aware data synchronization among industry-leading PCs
and mobile computing devices, operating systems and applications. Puma products
operate with major PC operating systems including Windows 3.1, Windows for
Workgroups, Windows 95 and DOS as well as several proprietary operating systems.
Puma also provides interoperability across a wide range of industry-standard and
vendor-specific applications by supporting multiple data formats. Puma's IR
communications architecture enables robust operation across IR-enabled
platforms. TranXit is backwards compatible, allowing the latest versions of
TranXit to connect and exchange information with all previous versions across
different operating systems.

LEADING IR CONNECTIVITY SOFTWARE. TranXit and TranXit Pro are the leading
products specifically designed for file exchange and synchronization over
convenient wireless IR connections. The TranXit family fully supports IrDA
standards and was the first file-exchange software to incorporate the new Fast
IR standard (IrDA-2) for 4.0 Mbps connectivity. The TranXit family provides a
rich set of wireless file transfer, synchronization and wireless printing
features that are both easy to use and cost-effective. Puma has licensed more
than 6.5 million copies of TranXit to date and it is bundled with the vast
majority of all IR-enabled notebooks shipping worldwide.

BROAD-BASED OEM ADOPTION WORLDWIDE. Puma has achieved broad penetration
into many of the leading OEM hardware vendors, including Acer, Canon, Citizen,
Compaq, DEC, Epson, Fujitsu, Gateway 2000, Hitachi, IBM, Matsushita, Mitsubishi,
NEC, Olivetti, Samsung, Sanyo, Sharp and Zenith. This allows business
professionals to choose virtually any mobile computing device and effectively
manage data between a PC or server and a mobile computing device. The Company
believes that its development projects with leading hardware and software
vendors significantly reduce time to market for its products.

27
<PAGE>
STRATEGY

Puma's objective is to maintain its leadership position as a worldwide
provider of mobile data exchange software, including advanced data
synchronization and wireless IR connectivity software, for business
professionals. To achieve this objective, Puma has adopted the following key
strategies:

CREATE CROSS-PLATFORM STANDARD. The Company's strategy is to provide MDE
software that allows different computing devices to communicate and exchange
data. These devices are based on an increasing number of different operating
systems, processor architectures, communications architectures and applications
which utilize incompatible data formats. The Company plans to continue to work
closely with leading operating system suppliers, OEMs, semiconductor
manufacturers and applications vendors that often compete with one another. The
Company believes that its cross-platform standard will continue to be an
advantage in providing a widely-adopted MDE software solution.

DEVELOP MULTIPLE PRODUCTS FROM CORE TECHNOLOGIES. The Company intends to
leverage its core technologies and engineering experience to expand the breadth
of its software product offerings. By leveraging its advanced content-aware data
synchronization and IR connectivity technologies, Puma plans to continually
broaden its TranXit and lntelliSync product families. In addition, as innovative
new mobile computing devices are introduced into the market, Puma will leverage
its engineering expertise, core technologies and relationships with
market-leading OEMs to develop new advanced MDE software products that support
these devices.

EXPAND AND LEVERAGE STRATEGIC RELATIONSHIPS. Puma currently has OEM and
marketing relationships with more than 70 hardware and software vendors
worldwide including Compaq, Gateway 2000, Geoworks, HP, IBM, Motorola, NEC,
Seiko, Sharp, Toshiba and U.S. Robotics, and plans to develop additional
relationships with computer and mobile computing device manufacturers. These
relationships generally enable Puma to receive product prototypes from hardware
manufacturers and software vendors prior to their market introduction. The
Company believes it is thereby in a strong position to launch complementary
product offerings shortly after the commercial release of these companies' new
hardware and software products.

EXPAND DISTRIBUTION CHANNELS. The Company has developed significant
brand-name recognition with its customers by licensing its products to many of
the world's leading computer and mobile computing device manufacturers. Puma
seeks to leverage this brand name recognition in order to license its products
to additional OEMs and to increase sales through major distributors, resellers,
computer dealers, retailers and mail-order companies. In addition, Puma plans to
continue to expand its co- and joint-marketing programs, channel promotions and
bundling arrangements.

INCREASE PENETRATION OF INTERNATIONAL MARKETS. The Company has established
an international distribution network by forming overseas relationships in Asia,
Australia, Europe and Canada. Puma intends to further develop its international
distribution network by forming additional distribution partnerships and
offering translations of its product family in several additional languages. The
Company believes its growing international distribution network will further its
competitive advantage over potential entrants into a market.

CUSTOMERS

Puma's current customer base consists principally of large OEMs in the PC
market. In fiscal 1995, NEC, Toshiba and Canon accounted for approximately 16%,
15% and 14% of the Company's revenue, respectively. In fiscal 1996, Toshiba and
NEC accounted for approximately 18% and 13% of the Company's revenue,
respectively. No other customer accounted for greater than 10% of the Company's
revenue in fiscal 1995 and fiscal 1996.

28
<PAGE>
The Company licensed its products to more than 50 OEM customers in fiscal
1996. The following is a list of OEM customers from whom the Company recognized
more than $100,000 in revenue in fiscal 1996:

<TABLE>
<S> <C>
AST NEC
Compaq Olivetti
Fujitsu Samsung
Gateway 2000 Seiko
Hitachi Sharp
IBM Texas Instruments
Matsushita Toshiba
Mitsubishi
</TABLE>

PRODUCTS

Puma offers a wide range of MDE software products to both the OEM and retail
markets. These products allow users to wirelessly connect computing devices as
well as exchange and synchronize information across a diverse set of hardware
platforms, operating systems and applications. By combining its advanced data
synchronization and IR connectivity technologies, the Company is able to develop
a number of products designed for a specific application, operating system or
hardware platform.

<TABLE>
<CAPTION>
INTRODUCTION
PRODUCT NAME DESCRIPTION DATE
- ------------------------- ---------------------------------------------- ----------------
TRANXIT OEM product for file transfer, synchronization October 1994
and wireless printing over IR connections
<S> <C> <C>
TRANXIT PRO Retail version, including SyncPro automatic May 1996
synchronization, delta file transfer and long
file name support for Windows 95
TRANXIT PRO CONNECTIVITY TranXit Pro plus IR-adapter hardware for the May 1996
KIT desktop PC
TRANXIT FOR NT File transfer and directory synchronization October 1996*
over IR connections for Windows NT
TRANXIT FOR DOS File transfer and synchronization over IR October 1996*
connections for DOS
INTELLILINK Data "import" and "export" among PC-based September 1993
applications and mobile computing devices
INTELLISYNC Content-aware data synchronization among PC- August 1996
based applications and mobile computing
devices
CLIPMANAGER Productivity software application that extends October 1996*
the Windows Clipboard capabilities
- ------------
* Expected introduction date
</TABLE>

TRANXIT. TranXit is the leading software solution for wireless file
transfer, synchronization and printing, specifically designed to operate over
convenient IR connections. Directed at the OEM market, TranXit is currently
shipped on the vast majority of all IR-enabled notebook PCs shipped worldwide.
TranXit operates under Windows for Workgroups, Windows 3.1 and Windows 95,
offering users broad operating system interoperability. TranXit has been
significantly enhanced since its original release and each new version of
TranXit is backward compatible with all previous versions.

TRANXIT PRO. TranXit Pro is the retail version of the OEM TranXit software
product. Sold as both an upgrade for TranXit to existing users and as a separate
solution to new users, TranXit Pro adds additional features such as SyncPro for
enhanced and automatic data synchronization, a virtual Windows clipboard for
collaborative processing between two PCs, delta file transfer for enhanced
performance and long file-name support for Windows 95.

29
<PAGE>
TRANXIT PRO CONNECTIVITY KIT. The TranXit Pro Connectivity Kit combines
TranXit Pro with an IrDA compliant serial IR adapter for a desktop PC. A
complete solution for an IR notebook user, the TranXit Pro Connectivity Kit
provides convenient notebook-to-desktop wireless IR connectivity.

TRANXIT FOR NT. TranXit for NT brings the features and flexibility of the
Company's TranXit/TranXit Pro products to the Windows NT operating system.
TranXit for NT is interoperable with all other versions of the TranXit family.

TRANXIT FOR DOS. Much of the horizontal computing market has migrated to
graphical user interface operating systems, such as Windows for Workgroups,
Windows 3.1 and Windows 95. There are, however, a large number of vertical
market hardware devices, such as those used for data collection or factory
automation, that remain based upon the DOS operating system. TranXit for DOS
provides the necessary connectivity and file transfer capabilities that allows
these devices to interoperate with PCs. TranXit for DOS is interoperable with
all other versions of the TranXit family.

INTELLILINK. IntelliLink provides data "import" and "export" between a
broad range of PC-based contact management and scheduling applications, and a
number of mobile computing devices.

LNTELLISYNC. IntelliSync provides content-aware data synchronization,
including complete conflict resolution, between a broad range of PC-based PIMs,
contact management and scheduling applications, as well as a number of mobile
computing devices. Based upon the Company's proprietary database synchronization
technology, IntelliSync allows users to automatically synchronize their mobile
computing devices directly with various PC applications in a single step,
eliminating the need for intermediate conversions or translations.

CLIPMANAGER. ClipManager is a productivity software application program for
both notebook and desktop PCs. It extends the capabilities of the standard
Windows Clipboard, providing a clipboard of user-definable depth (for multiple
cut and pastes), as well as the ability to organize frequently used clip
objects, such as logos, charts and standard paragraphs of text, into "books" for
immediate and convenient access directly from Windows applications.

FUTURE PRODUCTS

TRANXIT 97. TranXit 97, specifically designed for Windows 95 and Windows
NT, will be a 32-bit application that extends the functionality of TranXit and
Tranxit Pro. Its features will include an enhanced user interface tailored to
Windows 95 and Windows NT; broad compatibility with both new and existing
IR-enabled notebook and desktop PCs; support for the Fast IR standard (IrDA-2)
for 4.0 Mbps connectivity; additional PC-to-PC file transfer capabilities;
enhanced, automated directory synchronization; support for additional
connectivity media including local and wide area networks; backward
compatibility to existing versions of TranXit and TranXit Pro; and content-aware
data synchronization among PIM, contact management and scheduling applications.

PERSONAL INFORMATION EXCHANGE. Personal Information Exchange ("PIE") for
both the OEM and retail markets, is an innovative electronic business card
exchange solution that will allow users to "attach" their electronic business
cards to a full "package" of OLE-based presentation information about themselves
and/or their companies, including text, graphics, video, animation and sound.
PIE cards will be able to be sent or received over a variety of media including
IR, local area network, e-mail, and direct file transfer. When a card is
received, the contact information will automatically extract and transfer to the
user's PIM, contact management, fax or e-mail packages eliminating the need for
cumbersome and time consuming manual entry.

LNTELLISYNC FOR WINDOWS. lntelliSync for Windows will provide content-aware
data synchronization, including complete conflict resolution, among PC-based
PIM, contact management and scheduling applications and a number of mobile
computing devices. lntelliSync for Windows will allow one-step, automatic
synchronization between mobile computing devices and multiple PC applications,
eliminating the need for intermediate conversions or translations.

The markets for Puma's products are characterized by rapidly changing
technologies, evolving industry standards, frequent new product introductions
and short product life cycles. The Company first

30
<PAGE>
introduced its TranXit products in October 1994. As its product families mature,
the Company expects that their gross margins may decline. The Company's future
success will depend to a substantial degree upon its ability to enhance its
existing products and to develop and introduce, on a timely and cost-effective
basis, new products and features that meet changing customer requirements and
emerging and evolving industry standards. The Company budgets amounts to expend
for research and development based on planned product introductions and
enhancements; however, actual expenditures may significantly differ from
budgeted expenditures. Inherent in the product development process are a number
of risks. The development of new, technologically advanced software products is
a complex and uncertain process requiring high levels of innovation, as well as
the accurate anticipation of technological and market trends. The introduction
of new or enhanced products also requires the Company to manage the transition
from older products in order to minimize disruption in customer ordering
patterns, avoid excessive levels of older product inventories and ensure that
adequate supplies of new products can be delivered to meet customer demand.
There can be no assurance that the Company will successfully develop, introduce
or manage the transition to new products. The Company has in the past, and may
in the future, experience delays in the introduction of its products, due to
factors internal and external to the Company. Any future delays in the
introduction or shipment of new or enhanced products, the inability of such
products to gain market acceptance or problems associated with new product
transitions could adversely affect the Company's operating results, particularly
on a quarterly basis. See "Risk Factors--Risks Associated with New Product
Development and Timely Introduction of New and Enhanced Products."

TECHNOLOGY

Puma's software products allow the exchange and synchronization of data
across diverse platforms, operating systems and applications. The Company has
developed two complementary proprietary technologies for mobile data exchange:
content-aware data synchronization and IR connectivity. These complementary
technologies each provide an easy to use graphical user interface to configure
and run IR connectivity and data synchronization operations. The user interface
balances ease of use with the flexibility needed to meet user customization
requirements, reflecting the extensive prior experience of the Company's
engineers in developing user interfaces for consumer product applications
including entertainment software.

CONTENT-AWARE DATA SYNCHRONIZATION. The Company's content-aware data
synchronization technology operates at both the file and record level to
synchronize data among different software applications and hardware platforms
during data transfer. The Company's synchronization technology allows users to
synchronize not only files, but also the data within those files, and to
synchronize databases by field or record, not just copy one database file from
one to another. This advanced data synchronization technology is composed of
three main components that collectively work to enable the effective transfer of
data across supported applications and platforms:

SYNCHRONIZATION ENGINE. Puma's synchronization engine is the central
component responsible for controlling the flow of data throughout the entire
synchronization process. It directs translator modules to retrieve, add,
delete, change and distribute data records or fields on demand.

INTERMEDIATE DATA REPRESENTATION. Puma's synchronization technology makes
extensive use of modularity to maximize reusability for the translator
modules. The synchronization engine communicates with all translator modules
using a common "dialect", referred to as intermediate data representation.
Intermediate data representation stipulates rules for exchanging common types
of data imposing restrictions on data content (i.e., the number and type of
fields in each application). The existence of a common data representation
makes it possible for a new translator to immediately synchronize with any
supported application or mobile computing device.

TRANSLATORS. Each translator module is responsible for interfacing with one
application or mobile computing device. When operating under Windows, a
translator is packaged as a separate Dynamic Link Library ("DLL") for maximum
reusability. The development of new translators (as well as

31
<PAGE>
the maintenance of existing modules) is greatly eased by the existence of the
translator framework, a collection of powerful C++ classes which supply
software engineers with the necessary abstractions to quickly and easily
develop translator modules to meet expanding market needs.

IR CONNECTIVITY. Puma's IR connectivity software enables the wireless
transfer of data among notebook and desktop PCs, printers and mobile computing
devices. TranXit is designed to support IrDA standards, and was the first
file-exchange software to incorporate the new Fast IR standard (IrDA-2) for 4.0
Mbps connectivity.

COMMUNICATIONS ARCHITECTURE. The Company's software is based upon an
extensive, proprietary, network and device independent communications
architecture, enabling access to a variety of mobile computing devices
through a flexible and simple application program interface ("API") that
speeds the development of new features. A layered, modular design allows the
architecture to leverage existing published data transfer protocols (IrDA,
Windows Sockets), when available, and to create proprietary data transfer
protocols to provide connectivity to a broad range of devices without
extensive modification of the software.

The Company's IR communications architecture isolates hardware
implementation details from the rest of the protocol stack, enabling quick
support of new IR hardware implementations and fast adoption of new IR standards
and extensions. The architecture supports multiple vendors' implementation of
IrDA protocol stacks for migration to new operating systems and platforms.

Puma's communication protocols are designed to operate across a variety of
network and operating system environments, enabling mobile data exchange among
them. Puma software currently supports data transfer among Windows for
Workgroups, Windows 3.1 and Windows 95. Puma has also worked with Microsoft to
ensure that the Microsoft IR driver supports mobile data exchange among
operating systems and IR devices.

SALES AND MARKETING

Puma primarily sells its products through more than 50 OEM customers
worldwide. In fiscal 1995, NEC, Toshiba and Canon accounted for approximately
16%, 15% and 14% of the Company's revenue, respectively. In fiscal 1996, Toshiba
and NEC accounted for approximately 18% and 13% of the Company's revenue,
respectively.

Puma strives to be both a marketing and a technology partner with its OEM
customers. Puma's sales and marketing organization sells the Company's products
directly to its OEM partners, and then works with them on joint marketing and
channel programs. Puma works closely with OEM partners on their new hardware
products by providing technical input to the OEM, thereby helping to ensure that
Puma's software products will work successfully with the OEM's hardware
products. Puma also trains and educates the OEM's sales and marketing
organizations on Puma's products, allowing them to act as Puma's "virtual" sales
force to their channels and direct customers.

Puma distributes its retail products through several distribution channels
both domestically and internationally. In the United States, Puma's sales
organization works directly with major distributors, resellers, computer
dealers, retailers and mail order companies to distribute its retail packaged
products. In order to further develop its brand name recognition, Puma plans to
continue to expand its joint marketing programs, marketing channel promotions
and bundling arrangements with its strategic partners. See "Risk Factors--Risks
Associated with Development of Retail Distribution Channel."

Revenue from OEMs was 95% and 89% of revenue during fiscal 1995 and fiscal
1996, respectively. In fiscal 1995, NEC, Toshiba and Canon accounted for
approximately 16%, 15% and 14% of the Company's revenue, respectively. In fiscal
1996, Toshiba and NEC accounted for approximately 18% and 13% of the Company's
revenue, respectively. Although several OEMs are subject to certain contractual
minimum purchase obligations, there can be no assurance that any particular OEM
will satisfy the minimum obligations. Weakening demand from any key OEM and the
inability of the Company to replace revenue provided by such OEM could have a
material adverse effect on the Company's business, operating results and
financial condition. The Company maintains individually significant

32
<PAGE>
receivable balances from major OEMs. If these OEMs fail to meet their payment
obligations, the Company's operating results could be materially adversely
affected. See "Risk Factors--Dependence on OEMs."

International revenue represented approximately 71% and 67% in fiscal 1995
and fiscal 1996, respectively. Puma markets and sells through selected
distributors and republishers that focus on specific geographic and market
segment areas. These international partners operate as an extension of Puma's
marketing and sales organizations, developing the appropriate sales channels in
their regions. They also work with local resellers as well as local offices of
Puma's OEM customers to develop specific marketing and channel promotions for
their regions. As of July 31, 1996, the Company was represented by seven
distributors and resellers in Asia, Australia, Canada and Europe and is
continuing to expand its international reach as appropriate distributors or
republishers are found. See "Risk Factors--Risks Associated with International
Operations."

COMPETITION

The Company expects the market for MDE software, including data
synchronization and IR connectivity software to the extent it develops, to
become intensely competitive. The Company currently faces direct competition
with respect to a number of its individual products from several private
companies, including Traveling Software. In addition to direct competition, the
Company faces indirect competition from existing and potential customers that
provide internally developed solutions. As a result, the Company must educate
prospective customers as to the advantage of the Company's products versus
internally developed solutions. The Company currently faces limited direct
competition from major applications and operating systems software vendors who
may choose to incorporate data synchronization and IR connectivity functionality
into their operating systems software, thereby potentially reducing the need for
OEMs to include Puma's products in their notebook and desktop PCs. For example,
Microsoft's inclusion of certain features permitting data synchronization and IR
connectivity between computers utilizing the Windows 95 operating system may
have the effect of reducing revenue from the Company's software if users of
Windows 95 perceive that their data synchronization and IR connectivity needs
are adequately met by Microsoft. Certain of the companies with which the Company
competes or may in the future compete, including internal software development
groups of its current and potential customers, have substantially greater
financial, marketing, sales and support resources and may have more "brand-name"
recognition than the Company. There can be no assurance that the Company will be
able either to develop software comparable or superior to software offered by
its current or future competitors or to adapt to new technologies, evolving
industry standards and changes in customer requirements. In addition, the PC and
mobile computing device markets experience intense price competition, and the
Company expects that, in order to remain competitive, it may have to decrease
its unit royalties on certain products. See "Risk Factors--Competition."

The principal competitive factors affecting the market for the Company's
software are compatibility, functionality, reliability, OEM relationships and
price. The Company believes it competes favorably overall with respect to these
factors.

The Company believes that users will want to be able to utilize IR
connectivity and data synchronization functionality with a wide variety of
mobile computing devices and software applications, and that its standards-based
approach will continue to allow it to compete favorably with larger companies
whose products may not be able to support such a degree of interoperability.
Puma's strategic relationships with hardware and software vendors enable it to
provide interoperability among a broader range of applications than many of its
current and potential competitors.

CUSTOMER SUPPORT

The Company's service and support organization provides secondary technical
support to OEMs, primary technical support to retailers and end users and
education and training services to OEMs and retailers. The Company's current
OEMs typically have software maintenance agreements with the Company that
provide for one or more of the following services:

33
<PAGE>
EDUCATION AND TRAINING. The Company offers training courses designed to
educate OEMs and retailers about its products. Training classes are provided at
the Company's offices in San Jose, California. In fiscal 1996, the Company held
training courses for OEMs on eight occasions and for retailers on seven
occasions. The Company believes its commitment to OEM and retailer education has
accelerated the market acceptance of its products.

TECHNICAL SUPPORT. The Company offers technical support to customers who
have entered into agreements to license the Company's products. The Company
provides service and support through its internal technical support
organization. Technical support includes the maintenance of the Company's
products in accordance with specifications contained in the Company's guide for
such products, as well as access to technical support personnel by telephone,
fax and e-mail. Customers under license agreements are typically entitled to
certain minor product updates and modifications, primarily bug fixes. The
Company's OEMs and some of its retail channel partners provide telephone and
initial support to end users.

RESEARCH AND DEVELOPMENT

The Company seeks to capitalize on its expertise in data synchronization and
IR connectivity technology by developing products for new applications and
increasing the functionality of existing products. The Company believes its core
technology is widely applicable, and it plans to continue to develop new
products based on its core technology.

As of July 31, 1996, the Company's engineering group consisted of 44
full-time employees and full-time equivalent consultants who were engaged in
product development. Product maintenance and customer support responsibilities
are shared by engineering group employees on an as-needed basis. In fiscal 1995
and fiscal 1996, research and development expenses were $1.8 million and $3.1
million, respectively.

The markets for Puma's products are characterized by rapidly changing
technologies, evolving industry standards, frequent new product introductions
and short product life cycles. The Company first introduced its TranXit products
in October 1994. As its product families mature, the Company expects that their
gross margins may decline. The Company's future success will depend to a
substantial degree upon its ability to enhance its existing products and to
develop and introduce, on a timely and cost-effective basis, new products and
features that meet changing customer requirements and emerging and evolving
industry standards. The Company budgets for research and development based on
planned product introductions and enhancements; however, actual expenditures may
significantly differ from budgeted expenditures. Inherent in the product
development process are a number of risks. The development of new,
technologically advanced software products is a complex and uncertain process
requiring high levels of innovation, as well as the accurate anticipation of
technological and market trends. The introduction of new or enhanced products
also requires the Company to manage the transition from older products in order
to minimize disruption in customer ordering patterns, avoid excessive levels of
older product inventories and ensure that adequate supplies of new products can
be delivered to meet customer demand. There can be no assurance that the Company
will successfully develop, introduce or manage the transition to new products.
The Company has in the past, and may in the future, experienced delays in the
introduction of its products, due to factors internal and external to the
Company. Any future delays in the introduction or shipment of new or enhanced
products, the inability of such products to gain market acceptance or problems
associated with new product transitions could adversely affect the Company's
operating results, particularly on a quarterly basis. See "Risk Factors--Risks
Associated with Product Development and Timely Introduction of New and Enhanced
Products."

PROPRIETARY RIGHTS

Puma relies on a combination of patent, copyright and trademark laws, trade
secrets, confidentiality procedures and contractual provisions to protect its
proprietary rights. The Company also believes that factors such as the
technological and creative skills of its personnel, new product developments,
frequent product enhancements and name recognition are essential to establishing
and maintaining a

34
<PAGE>
technology leadership position. The Company seeks to protect its software,
documentation and other written materials under trade secret and copyright laws,
which afford only limited protection. The Company currently has one issued
United States patent that expires in 2012 and has three patent applications
pending. In addition, the Company has corresponding international patent
applications pending under the Patent Cooperation Treaty in countries to be
designated at a later date. There can be no assurance that the Company's patent
will not be invalidated, circumvented or challenged, that the rights granted
thereunder will provide competitive advantages to the Company or that any of the
Company's pending or future patent applications, whether or not being currently
challenged by applicable governmental patent examiners, will be issued with the
scope of the claims sought by the Company, if at all. Furthermore, there can be
no assurance that others will not develop technologies that are similar or
superior to the Company's technology or design around the patents owned by the
Company. Despite the Company's efforts to protect its proprietary rights,
unauthorized parties may attempt to copy aspects of the Company's products or to
obtain and use information that the Company regards as proprietary. Policing
unauthorized use of the Company's products is difficult, and while the Company
is unable to determine the extent to which piracy of its software products
exists, software piracy can be expected to be a persistent problem. In addition,
the laws of some foreign countries do not ensure that the Company's means of
protecting its proprietary rights in the United States or abroad will be
adequate or that competition will not independently develop similar technology.
The Company has entered into source code escrow agreements with a limited number
of its customers and resellers requiring release of source code in certain
circumstances. Such agreements generally provide that such parties will have a
limited, non-exclusive right to use such code in the event that there is a
bankruptcy proceeding by or against the Company, if the Company ceases to do
business or if the Company fails to meet its support obligations. The Company
also provides its source code to foreign language translation service providers
and consultants to the Company in limited circumstances. The provision of source
code may increase the likelihood of misappropriation by third parties.

The Company is not aware that it is infringing any proprietary rights of
third parties. There can be no assurance, however, that third parties will not
claim infringement by the Company of their intellectual property rights. The
Company expects that software product developers will increasingly be subject to
infringement claims as the number of products and competitors in the Company's
industry segment grows and the functionality of products in different industry
segments overlaps. Any such claims, with or without merit, could be time
consuming to defend, result in costly litigation, divert management's attention
and resources or cause product shipment delays. In addition, such claims could
require the Company to discontinue the use of certain software codes or
processes, to cease the manufacture, use and sale of infringing products, to
incur significant litigation costs and expenses and to develop non-infringing
technology or to obtain licenses to the alleged infringing technology. There can
be no assurance that the Company would be able to develop alternative
technologies or to obtain such licenses or, if a license were obtainable, that
the terms would be commercially acceptable to the Company. In the event of a
successful claim of product infringement against the Company and failure or
inability of the Company to license the infringed or similar technology, the
Company's business, operating results and financial condition would be
materially adversely affected. See "Risk Factors--Proprietary Rights Risks of
Infringement and Source Code Release."

EMPLOYEES

As of July 31, 1996, the Company had 79 employees and full-time equivalent
consultants, including 18 in sales and marketing, 44 in engineering, 11 in
finance and administration and six in customer service. All of the Company's
employees are located in the United States and none are represented by a labor
union. The Company has experienced no work stoppages and believes its
relationship with its employees is good.

Competition for qualified personnel in the Company's industry is intense.
The Company believes that its future success will depend in part on its
continued ability to hire, train and retain qualified personnel.

35
<PAGE>
FACILITIES

The Company's principal administrative, engineering, manufacturing,
marketing and sales facilities total approximately 19,800 square feet and are
located in a single building in San Jose, California under a lease that expires
in June 1997. The Company also leases approximately 6,200 square feet in a
single building in Nashua, New Hampshire under a lease that expires in December
1998.

Management believes that its current facilities are adequate for its needs
through the next twelve months, and that, should it be needed, suitable
additional space will be available to accommodate expansion of the Company's
operations on commercially reasonable terms.

36
<PAGE>
MANAGEMENT

EXECUTIVE OFFICERS, DIRECTORS AND KEY MEMBERS OF MANAGEMENT

The executive officers and directors of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------ --- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Bradley A. Rowe 36 President, Chief Executive Officer and Director
Stephen A. Nicol 36 Senior Vice President, Sales and Director
M. Bruce Nakao 52 Senior Vice President, Finance and Administration, and Chief Financial Officer
Michael M. Clair(1) 48 Chairman of the Board
Robert D. Rutner, DDS(1) 38 Director
</TABLE>

Other key members of management of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------ --- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Masanari Arai 36 Vice President, Business Development
Michael A. Blanchette 43 Vice President, Technology
Kevin E. Flood 44 Vice President, Engineering and Chief Technical Officer
Steven R. Magidson 48 Vice President, Marketing
</TABLE>

- ---------
(1) Member of Compensation Committee and Audit Committee.

MR. ROWE co-founded the Company in August 1993 and has served as President
since October 1993 and Chief Executive Officer since March 1995. He has also
served as a Director of the Company since August 1993. Prior to founding the
Company, from January 1991 to July 1993, he held various management positions at
SystemSoft Corporation, a PC system software supplier, including Vice President
of Worldwide Sales and General Manager of Desktop Computing. In June 1988 Mr.
Rowe co-founded Extar Technologies, a manufacturer's representative of PC
products, where he held a number of management positions, including Vice
President of Sales and President until December 1990. From November 1983 to June
1988, Mr. Rowe served in various sales positions at Western Digital Corporation,
a storage management company, including Director of Western Area Sales. Mr. Rowe
holds a B.S. degree in engineering and management science from Princeton
University.

MR. NICOL co-founded the Company in August 1993 and has served as Senior
Vice President of Sales since its establishment. He has also served as a
Director since August 1993. Prior to founding the Company he served in several
capacities at SystemSoft Corporation, including as Director of Sales for Japan
and Asia Pacific from July 1992 to July 1993 and as Sales Manager for the
Eastern United States from November 1991 to July 1992. Mr. Nicol co-founded
Extar Technologies in June 1988 where he served until November 1991 as Vice
President of Sales. Previously, Mr. Nicol served as OEM Manager for Western
Digital and computer sales representative for Hewlett-Packard. He holds a B.A.
degree in political science from Princeton University.

MR. NAKAO joined the Company in June 1996 as Chief Financial Officer and
Senior Vice President of Finance and Administration. Prior to joining the
Company, from May 1986 to June 1996, he served in several capacities at Adobe
Systems Incorporated, a software company, most recently as its Senior Vice
President, Finance and Administration, Chief Financial Officer and Treasurer. He
holds a B.A. degree in business and economics from the University of Washington
and an M.B.A. degree from Stanford University.

MR. CLAIR became a Director of the Company in November 1994 and has served
as Chairman of the Board since March, 1995. Mr. Clair was a founder of SynOptics
Communications (now Bay Networks), a computer networking company, and from
January 1987 to November 1992, served as Vice President Sales and Marketing and
then as Senior Vice President of Sales and Customer Service of SynOptics. Mr.
Clair has more than 25 years' experience in data processing, data and voice
communications and local area networking. He spent the early part of his career
with Tymshare, a computer time-sharing

37
<PAGE>
company, and ROLM, a manufacturer of digital PBX equipment, in a variety of
sales and marketing positions. He holds a B.S. degree in business and an M.B.A.
degree from the University of Buffalo. Mr. Clair is a director of several
private companies in Silicon Valley.

DR. RUTNER became a Director of the Company in October 1993. He has
practiced dentistry since August 1985 as proprietor of the Serra Park Dental
Group. He holds a B.S. degree in biochemistry from the University of California
at Davis, an M.S. degree in biochemistry from the University of California at
Davis and a D.D.S. degree from Georgetown University. Dr. Rutner is a director
of several private companies in Silicon Valley.

MR. ARAI joined the Company in April 1995 as Vice President of Product
Marketing. From April 1984 to January 1995 he served in various positions at IBM
Japan Ltd., a subsidiary of IBM, Inc. located in Tokyo, Japan, including
computer software engineer and, most recently, Staff Planning Manager in the
ThinkPad Development Organization, a group that executed a worldwide marketing
plan for the ThinkPad. Mr. Arai holds an M.S. degree in computer science from
Toyohashi University of Technology in Toyohashi, Japan.

MR. BLANCHETTE joined IntelliLink Corporation in March 1992, where he served
as President and Director of Engineering until the merger with the Company in
May 1996. Prior to joining IntelliLink, from April 1989 to March 1992, he served
in various management positions at Alsys, a software tools supplier, including
President and Vice President of Engineering. From 1984 to 1989, Mr. Blanchette
was employed by Wang Laboratories in various research and development positions,
including Director of Engineering in charge of programming language products.
Mr. Blanchette holds an M.S. degree in computer science from Boston University.

MR. FLOOD joined the Company as Vice President of Engineering in March 1995.
From August 1987 until he joined the Company, Mr. Flood served as President of
AI Squared, Inc., a company which he founded in 1987 to develop diagnostic
artificial intelligence technology and which he sold to Intelligence Vehicle
Highway Systems in 1994. From October 1980 to July 1987, he held several
management positions in research and development and product support at Wang
Laboratories. Mr. Flood holds a B.A. degree in history from the University of
Colorado.

MR. MAGIDSON joined the Company as Vice President of Marketing in September
1995. Prior to joining the Company, from November 1991 to August 1995, Mr.
Magidson was an independent consultant providing technical, marketing, and
strategic planning contract services to a variety of hardware and software
developers in the mobile computing and connectivity market. In April 1989, he
joined Xircom, a supplier of mobile networking products, serving as Vice
President of Marketing until October 1991. Mr. Magidson has over 25 years of
experience in the computer industry and is a frequent speaker at technical
symposia. He holds a B.A. degree in journalism from Rutgers University and an
M.S. degree in computer science from West Coast University.

BOARD COMMITTEES

The Board of Directors has a Compensation Committee, currently composed of
Mr. Clair and Dr. Rutner, which makes recommendations to the Board concerning
salaries and incentive compensation for officers and employees of the Company.
The Board of Directors also has an Audit Committee, currently composed of Mr.
Clair and Dr. Rutner, which reviews the results and scope of the audit and other
accounting related services.

38
<PAGE>
DIRECTOR COMPENSATION

Directors do not receive any cash compensation for their services as members
of the Board of Directors or members of committees of the Board of Directors,
although they are reimbursed for their out-of-pocket expenses incurred in
attending Board and committee meetings. Directors are eligible to receive stock
option grants under the Company's 1993 Stock Option Plan. On December 2, 1994,
Michael Clair, a director of the Company, was granted an option to purchase
100,000 shares of Common Stock of the Company under the Option Plan at an
exercise price of $0.20 per share which vests over three years, with 1/3 of the
option shares becoming vested at the first anniversary of the date of grant and
1/36 vesting each successive month thereafter. On March 17, 1995, Mr. Clair was
granted an option to purchase 25,000 shares of Common Stock of the Company under
the Option Plan at an exercise price of $0.20 per share which vests over four
years, with 1/4 of the option shares vesting at the first anniversary and 1/48
vesting each successive month thereafter. The options have a term of 10 years.
In addition, the Company entered into a consulting agreement effective October
1, 1994 with MacClair Associates, of which Mr. Clair is President, pursuant to
which MacClair Associates receives $1,000 per quarter.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the compensation
received for services rendered to the Company during the fiscal year ended July
31, 1996, by the Chief Executive Officer of the Company and the other most
highly compensated executive officer whose total salary for the fiscal year
ended July 31, 1996 exceeded $100,000 (the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL AWARDS
COMPENSATION ----------------------
-------------- SHARES UNDERLYING
NAME AND PRINCIPAL POSITION SALARY OPTIONS GRANTED
- ------------------------------------------------------------------------- -------------- ----------------------
<S> <C> <C>
Bradley A. Rowe ......................................................... $ 122,667 100,000
President and Chief Executive Officer
Stephen A. Nicol ........................................................ 122,667 100,000
Senior Vice President, Sales
</TABLE>

OPTION GRANTS

The following table provides information concerning grants of options to
purchase the Company's Common Stock made to each of the named Executive Officers
during the fiscal year ended July 31, 1996:

OPTION GRANTS IN FISCAL 1996

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
NUMBER OF RATES OF STOCK PRICE
SHARES % OF TOTAL APPRECIATION FOR OPTION
UNDERLYING OPTIONS GRANTED TERM (3)
OPTIONS TO EMPLOYEES IN EXERCISE PRICE EXPIRATION ------------------------
NAME GRANTED FISCAL 1996 (1) PER SHARE (2) DATE 5% 10%
- -------------------------- ----------- ---------------- --------------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Bradley A. Rowe........... 100,000 9.0% $ 6.05 7/22/01 $ 96,955 $ 280,781
Stephen A. Nicol.......... 100,000 9.0% $ 5.50 7/22/06 345,892 876,558
</TABLE>

- ----------
(1) Excluding options to purchase 98,617 shares of the Company's Common Stock
assured in connection with the acquisition of IntelliLink, all options
granted in fiscal 1996 were granted under the 1993 Option Plan. The Board of
Directors has discretion, subject to plan limits, to modify the terms of
options and to reprice the options. Each option is fully exercisable from
the time of grant, subject to the Company's right to repurchase any unvested
shares at the original exercise price in the event of the optionee's
termination. Shares generally vest at the rate of 1/4 after twelve months
and 1/48 of the total number of shares each month thereafter. See "--Stock
Plans."

39
<PAGE>
(2) The exercise price per share of options granted represented the fair market
value of the underlying shares of Common Stock on the dates the respective
options were granted as determined by the Company's Board of Directors. The
Company's Common Stock was not traded publicly at the time of the option
grants to the Named Executive Officers.

(3) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The assumed
5% and 10% rates of stock price appreciation are mandated by rules of the
Securities and Exchange Commission and do not represent the Company's
estimate or projection of the future Common Stock price.

OPTION EXERCISES AND HOLDINGS

The following table sets forth certain information regarding unexercised
stock options held by each of the Named Executive Officers as of July 31, 1996:

FISCAL 1996 YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING
VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
JULY 31, 1996 (#) JULY 31, 1996 ($)(1)
------------------------------- -------------------------------
NAME EXERCISABLE (2) UNEXERCISABLE EXERCISABLE (2) UNEXERCISABLE
- ----------------------------------------------- --------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Bradley A. Rowe................................ 100,000 -- -- --
Stephen A. Nicol............................... 100,000 -- -- --
</TABLE>

- ----------
(1) Calculated on the basis of the fair market value of the underlying
securities at July 31, 1996 of $5.50 per share, as determined by the
Company's Board of Directors, minus the aggregate exercise price.

(2) All options are fully exercisable, subject to the Company's right to
repurchase any unvested shares at the original exercise price in the event
of the optionee's termination. Shares generally vest at the rate of 1/4
after twelve months from the date of grant and 1/48 of the total number of
shares each month thereafter.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company did not have a compensation committee until September 1996,
prior to which time all decisions concerning executive compensation were made by
the entire Board, of which Messrs. Rowe and Nicol are members. Messrs. Rowe and
Nicol abstained from all deliberations concerning their own compensation during
this period. The Compensation Committee currently consists of Mr. Clair and Dr.
Rutner. No member of the Board of Directors or Compensation Committee of the
Company serves as a member of the Board of Directors or Compensation Committee
of an entity that has one or more executive officers serving as a member of the
Company's Board of Directors or Compensation Committee. The Company has entered
into certain transactions with Mr. Clair and Dr. Rutner. See "Director
Compensation" and "Certain Transactions."

STOCK PLANS

1993 STOCK OPTION PLAN. The Company's 1993 Stock Option Plan (the "Option
Plan") was adopted by the Company's Board of Directors and its stockholders in
October 1993. A total of 3,500,000 shares of Common Stock have been reserved for
issuance under the Option Plan, (including 1,000,000 shares of common stock
authorized by the Board of Directors on September 3, 1996). The Option Plan
provides for grants of "incentive stock options" within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"), to employees
(including officers and employee directors), and for grants of nonstatutory
options to employees, non-employee directors and consultants. The Option Plan is
currently being administered by the Board of Directors of the Company, which
determines the optionees and the terms of the options granted, including the
exercise price, number of shares subject to the option and the exercisability
thereof. Unless sooner terminated by the Board of Directors, the Option Plan
will continue until all of the shares subject to the plan have been issued and
all have been issued and all restrictions on such shares have lapsed. However,
no incentive stock options may be granted more than 10 years after the date of
the most recent stockholder approval of a change to the share reserve of the
Option Plan.

40
<PAGE>
The exercise price of incentive stock options granted under the Option Plan
must be not less than the fair market value of the Common Stock on the date of
grant, and the exercise price of nonstatutory options must be not less than 85%
of the fair market value of the Common Stock on the date of grant. With respect
to any optionee who owns stock representing more than 10% of the voting power of
all classes of the Company's outstanding capital stock, the exercise price of
any incentive stock option must be equal to at least 110% of the fair market
value of the Common Stock on the date of grant, and the term of the option must
not exceed five years. The terms of incentive stock options may not exceed ten
years, although there is no limit as to the term of nonstatutory stock options.
The aggregate fair market value of Common Stock (determined as of the date of
the option grant) for which an incentive stock option may for the first time
become exercisable in any calendar year may not exceed $100,000.

As of July 31, 1996, 800,353 shares of Common Stock had been issued upon
exercise of options granted under the Option Plan, (of which 24,375 shares had
been repurchased by the Company) and options to purchase 1,008,365 shares of
Common Stock, at a weighted average exercise price of $2.63 per share, were
outstanding. There are currently 1,715,657 shares available for future option
grants.

INTELLILINK CORP. 1992 INCENTIVE STOCK OPTION PLAN In connection with the
Company's acquisition of IntelliLink Corp. ("IntelliLink"), the Company assumed
options granted under IntelliLink's 1992 Incentive Stock Option Plan (the
"IntelliLink Plan"), and such options became exercisable for shares of the
Company's Common Stock. Options granted under the IntelliLink Plan are incentive
stock options which generally have a six-year term. Generally, options granted
under the IntelliLink Plan became exercisable as the underlying shares vest.
Such shares generally vest in four equal annual installments following the date
of option grant, subject to the optionee's continued employment. No additional
options will be granted under the IntelliLink Plan. As of July 31, 1996, no
shares of the Company's Common Stock had been issued upon the exercise of
options granted under the IntelliLink Plan, and options to purchase 98,617
shares of the Company's Common Stock were outstanding at a weighted average
exercise price of $2.06 per share. The Company does not intend to issue options
under the IntelliLink Plan in the future.

1996 EMPLOYEE STOCK PURCHASE PLAN The Company's 1996 Employee Stock
Purchase Plan (the "Purchase Plan") was adopted by the Company's Board of
Directors in September 1996 and approved by the stockholders of the Company in
September 1996. A total of 250,000 shares of Common Stock has been reserved for
issuance under the Purchase Plan. The Purchase Plan, which is intended to
qualify under Section 423 of the Code, is administered by the Board of Directors
or by a committee appointed by the Board. Employees (including officers and
employee directors of the Company) of the Company or any parent or subsidiary
designated by the Board for participation in the Purchase Plan are eligible to
participate in the Purchase Plan if they are customarily employed for more than
20 hours per week and more than five months per year. The Purchase Plan will be
implemented by sequential 24-month offerings. Each offering will generally be
comprised of four six-month purchase periods, with shares purchased on the last
day of each purchase period (a "Purchase Date"). The Company has not yet offered
or sold shares of Common Stock to employees pursuant to the Purchase Plan, but
intends to initiate the first offering under the Purchase Plan concurrent with
the Offering. The initial offering period will terminate on August 31, 1998.
Thereafter, offering periods will begin on March 1 and September 1 of each year.
The Purchase Plan permits eligible employees to purchase Common Stock through
payroll deductions, which may not exceed 10% of an employee's compensation. The
price at which stock may be purchased under the Purchase Plan is equal to 85% of
the lower of the fair market value of the Company's Common Stock on the first
day of the offering period or the Purchase Date. Employees may end their
participation in the offering at any time during the offering period, and
participation ends automatically on termination of employment with the Company.
In addition, participants generally may not purchase more than 5,000 shares in
an offering or stock having a value (measured at the beginning of the offering)
greater then $25,000 in any calendar year.

41
<PAGE>
CHANGE OF CONTROL ARRANGEMENTS

The Option Plan provides that, in the event of (i) certain mergers or
consolidations to which the Company is a party in which the stockholders of the
Company do not retain beneficial ownership of at least a majority of the voting
stock of the Company or its successor, (ii) the sale, exchange or transfer of
all or substantially all of the assets of the Company other than to one or more
subsidiary corporations, or (iii) a liquidation or dissolution of the Company
(collectively, a "Transfer of Control"), the Board of Directors of the Company
may provide for the acquiring or successor corporation to assume or substitute
new options for the options outstanding under the Option Plan. To the extent
that the options outstanding under the Option Plan are not assumed, substituted
for, or exercised prior to such event, they will terminate. As of July 31, 1996,
currently unvested options exercisable into 31,250 shares of Common Stock will
become fully vested on the effective date of the Company's intial public
offering and currently unvested options exercisable into 135,349 shares of
Common Stock will become fully vested on a Transfer of Control.

42
<PAGE>
CERTAIN TRANSACTIONS

Between January 31, 1994 and December 2, 1994 the Company sold an aggregate
of 739,668 shares of its Series A Preferred Stock at a purchase price of $1.00
per share. Between July 15, 1994 and December 28, 1994, the Company sold an
aggregate of 104,187 Units at a purchase price of $40.00 per Unit. Each Unit was
composed of seven shares of its Series A Preferred Stock and eleven shares of
its Series B Preferred Stock and also, in some cases, warrants for ten shares of
Common Stock. The Company also issued warrants to purchase its Common Stock at
an exercise price of $3.00 per share to certain Unit purchasers. On August 15,
1996, the Company sold an aggregate of 285,715 shares of its Series C Preferred
Stock at a purchase price of $5.60 per share. The investors in these
transactions included the following officers, directors and holders of more than
5% of the voting securities of the Company.

<TABLE>
<CAPTION>
SHARES OF PREFERRED STOCK UNIT TOTAL SHARES
------------------------------- FINANCING AS CONVERTED
NAME SERIES A SERIES B SERIES C WARRANTS OTHER (1)
- ------------------------------------- --------- --------- --------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Greylock Equity Limited
Partnership......................... 437,500 687,500 -- 135,000(2) 587,243(3) 2,284,743
One & Co............................. 344,750 112,750 -- 102,500 -- 904,750
Funds Affiliated with CSK Capital
Venture Co., Ltd. (4)............... 175,000 275,000 133,929 -- -- 758,929
Robert D. Rutner, DDS (5)............ 100,000 -- -- -- -- 200,000
Audrey MacLean and Michael M. Clair,
as trustees or their successors, of
the Audrey MacLean and Michael Clair
Trust Agreement UAD 12/1/90 (6)..... 17,500 27,500 -- -- -- 62,500
</TABLE>

- ----------
(1) Upon the closing of the Offering, each share of the Company's Series A
Preferred Stock will be converted into two shares of Common Stock and each
share of the Company's Series B Preferred Stock and Series C Preferred Stock
will be converted into one share of Common Stock.

(2) If Greylock elects to exercise its Unit Financing Warrant pursuant to the
net exercise provision contained in its warrant, 90,000 shares of the
Company's Common Stock will be issued prior to the closing of the Offering
based upon an assumed offering price of $9.00 per share.

(3) In connection with the acquisition of IntelliLink on April 30, 1996, in
exchange for securities of IntelliLink held by Greylock Equity Limited
Partnership ("Greylock"), the Company issued to Greylock (i) a warrant to
purchase 250,243 shares of the Company's Common Stock at an exercise price
of $5.60 per share (alternatively, Greylock may exercise its warrant for a
total of 94,536 shares of the Company's Common Stock prior to the closing of
this Offering at an assumed offering price of $9.00 per share) and (ii) a
$850,000 promissory note bearing interest at 7.0% per annum and convertible
into shares of the Company's Common Stock at the rate of approximately $2.77
per share, or approximately 337,000 shares at the closing of the Offering.

(4) Includes shares held by CSK Venture Capital Co., Ltd., as Investment Manager
for each of the following funds: CSK-1(A) Investment Fund, CSK-1(B)
Investment Fund and CSK-2 Investment Fund.

(5) Dr. Rutner is a director of the Company.

(6) Michael Clair, a director of the Company, is a trustee of the Audrey MacLean
and Michael Clair Trust Agreement UAD 12/1/90.

The Company's Certificate of Incorporation limits the liability of its
directors for monetary damages arising from a breach of their fiduciary duty as
directors, except to the extent otherwise required by the Delaware General
Corporation Law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.

43
<PAGE>
The Company's Bylaws provide that the Company shall indemnify its directors
and officers to the fullest extent permitted by Delaware law, including in
circumstances in which indemnification is otherwise discretionary under Delaware
law. The Company has also entered into indemnification agreements with its
officers and directors containing provisions that may require the Company, among
other things, to indemnify such officers and directors against certain
liabilities that may arise by reason of their status or service as directors or
officers (other than liabilities arising from willful misconduct of a culpable
nature), to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified, and to obtain directors; and
officers' insurance if available on reasonable terms.

For a description of the compensation of officers of the Company and the
eligibility of officers and directors of the Company to participate in the
Company's employee benefit plans. See "Management-- Executive Compensation" and
"--Stock Plans."

All transactions between the Company and its officers, directors, principal
stockholders and other affiliates have been and will be on terms no less
favorable to the Company than could be obtained from unaffiliated parties. To
date, the Company has made no loans to officers, directors, principal
stockholders or other affiliates other than advances of reimbursable expenses.
All such future transactions will be approved by a majority of the Company's
independent and disinterested directors.

44
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Company's outstanding Common Stock as of August 15, 1996 by:
(i) each of the directors and Named Executive Officers of the Company; (ii) all
directors and executive officers of the Company as a group; (iii) each other
person known by the Company to own beneficially more than 5% of the Company's
Common Stock and (iv) each other Selling Stockholder.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
BEFORE THE OFFERING SHARES AFTER THE OFFERING
--------------------------- BEING ---------------------------
OFFICERS AND DIRECTORS NUMBER PERCENT (1)(2) OFFERED NUMBER PERCENT (1)(2)
- ---------------------------------------------- ----------- -------------- --------- ----------- --------------
<S> <C> <C> <C> <C> <C>
Bradley A. Rowe (3)........................... 1,372,000 14.6% -- 1,372,000 11.5%
Stephen A. Nicol (3).......................... 680,500 7.2 -- 680,500 5.7
Michael M. Clair (4).......................... 346,500 3.7 -- 346,500 2.9
Robert D. Rutner, DDS......................... 300,000 3.2 -- 300,000 2.5
All current directors and executive officers
as a group (5 persons) (5)................... 3,049,000 30.8 -- 3,049,000 24.6

OTHER 5% STOCKHOLDERS
- ----------------------------------------------
Greylock Equity Limited Partnership (6) 2,084,036 22.3 286,197 1,797,839 15.2
755 Page Mill Road, Suite A100
Palo Alto, California 94304
One & Co.(7) ................................. 904,750 9.7 -- 904,750 7.7
c/o Welch & Forbes
45 School Street
Boston, Massachusetts 02108
Funds affiliated with CSK Venture Capital Co.,
Ltd. (8) .................................... 758,929 8.1 139,010 619,919 5.2
6th Floor, First Akiyama Bldg.
2-3-22 Toranomon, Minato-Ku
Tokyo 105, Japan

OTHER SELLING STOCKHOLDERS
- ----------------------------------------------
C. Bruce Johnstone (9) ....................... 200,000 2.1 36,633 163,367 1.4
P.H. Morton (10) ............................. 100,000 1.1 18,317 81,683 *
Stephen L. LaVaute & Blanca Maria
Isabel LaVaute Trust dated 4/6/83,
as amended 9/22/92, Stephen L. LaVaute,
Trustee (11)................................. 50,000 * 9,158 40,842 *
Jerome or JoAnne Robertson (12) .............. 50,000 * 9,158 40,842 *
Agora Marketing International, Inc. (13) 5,000 * 916 4,084 *
Greg Dalcher (14) ............................ 3,336 * 611 2,725 *
</TABLE>

- ----------
* Less than 1%

(1) Assumes no exercise of Underwriters' over-allotment option.

(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of Common Stock subject to options or warrants held by that person
that are currently exercisable or will become exercisable within 60 days
after August 15, 1996 are deemed outstanding, while such shares are not
deemed outstanding for purposes of computing percentage ownership of any
other person. Options granted under the Option Plan are fully exercisable
from the date of grant, subject to the Company's right to repurchase any
unvested shares at the original exercise price upon termination of
employment. See "Management Executive Compensation Stock Plans." Unless
otherwise indicated in the footnotes below, the persons and entities named
in the table have sole voting and investment power with respect to all

45
<PAGE>
shares beneficially owned, subject to community property laws where
applicable. Unless otherwise indicated, the address of each of the
individuals listed in the table is: c/o Puma Technology, Inc., 2940 North
First Street, San Jose, California 95134.

(3) Includes 100,000 shares subject to options which are exercisable within 60
days of August 15, 1996.

(4) Includes 125,000 shares subject to options which are exercisable within 60
days of August 15, 1996, 16,000 shares registered in the names of children
of Mr. Clair, and 105,500 shares registered in the name of the Audrey
MacLean and Michael M. Clair, as Trustees, or their successors, of the
Audrey MacLean and Michael Clair Trust Agreement UAD 12/1/90, of which Mr.
Clair is a trustee.

(5) Includes 575,000 shares subject to options which are exercisable within 60
days of August 15, 1996.

(6) Includes 184,536 shares issuable upon the net exercise of outstanding
warrants at an assumed public offering price of $9.00 and 337,000 shares
issuable upon the conversion of the Convertible Debenture. If the
Underwriters' over-allotment option is exercised in full, an additional
291,745 shares would be offered for sale in the Offering. Greylock Equity GP
Limited Partnership, the General Partner of Greylock Equity Limited
Partnership, and specifically Henry F. McCance, the Managing Partner of
Greylock Equity GP Limited Partnership, may be deemed to be the beneficial
owners of the portfolio securities owned by Greylock Equity Limited
Partnership. However, Greylock Equity GP Limited Partnership and Henry F.
McCance disclaim benefical ownership with respect to portfolio securities
owned by Greylock Equity Limited Partnership, to the extent such ownership
exceeds their respective pecuniary interests therein.

(7) Includes 90,000 shares issuable upon the full exercise of outstanding
warrants at an exercise price of $3.00 per share prior to the closing of the
Offering. Also includes 71,875 shares and warrants exerciseable for 6,250
shares at an exercise price of $3.00 per share prior to the closing of the
Offering held by Francis W. Hatch and Serene M. Hatch, respectively. One &
Co. acts as investment manager for the shares held by these stockholders.
Kenneth S. Safe, Jr. and John K. Spring, general partners of One & Co, may
be deemed to be the beneficial owners of the portfolio securities owned by
One & Co. However, Kenneth S. Safe, Jr. and John K. Spring disclaim
beneficial ownership with respect to portfolio securities owned by One & Co
to the extent that such ownership exceeds their pecuniary interest therein.

(8) Includes 232,143 shares held by CSK Venture Capital Co., Ltd., as Investment
Manager of CSK-1(A) Investment Fund, 232,143 shares held by CSK Venture
Capital Co., Ltd., as Investment Manager of CSK-1(B) Investment Fund and
294,643 shares held by CSK Venture Capital Co., Ltd., as Investment Manager
of CSK-2 Investment Fund (the "Funds"). CSK Venture Capital Co., Ltd.,
investment manager for the Funds, and specifically Isao Okawa and Masahiro
Aozono, the representative directors of CSK Venture Capital Co., Ltd., may
be deemed to be the beneficial owners of the securities owned by the Funds.
However, CSK Venture Capital Co., Ltd., Isao Okawa and Masahiro Aozono
disclaim beneficial ownership with respect to securities owned by the Funds
to the extent such ownership exceeds their respective pecuniary interests
therein. If the Underwriters' over-allotment option is exercised in full, an
additional 141,705 shares would be offered for sale in the Offering.

(9) If the Underwriters' over-allotment option is exercised in full, an
additional 3,367 shares would be offered for sale in the Offering.

(10) If the Underwriters' over-allotment option is exercised in full, an
additional 1,683 shares would be offered for sale in the Offering.

(11) If the Underwriters' over-allotment option is exercised in full, an
additional 9,336 shares would be offered for sale in the Offering.

(12) If the Underwriters' over-allotment option is exercised in full, an
additional 842 shares would be offered for sale in the Offering.

(13) If the Underwriters' over-allotment option is exercised in full, an
additional 933 shares would be offered for sale in the Offering.

(14) If the Underwriters' over-allotment option is exercised in full, an
additional 389 shares would be offered for sale in the Offering.

46
<PAGE>
DESCRIPTION OF CAPITAL STOCK

Puma has authorized capital of 40,000,000 shares of Common Stock, par value
$0.001 per share, and 2,000,000 shares of Preferred Stock, par value $0.001 per
share.

COMMON STOCK

Excluding the shares of Common Stock to be issued upon the conversion of all
outstanding Preferred Stock at the closing of the Offering and including an
aggregate of 656,536 shares of Common Stock to be issued upon the exercise of
certain outstanding warrants and the conversion of the Convertible Debenture
prior to the closing of the Offering, there were 4,953,626 shares of Common
Stock outstanding held of record by 60 stockholders at July 31, 1996. Upon the
closing of the offering, there will be 11,828,352 shares of Common Stock
outstanding, assuming the conversion of all the outstanding shares of Preferred
Stock into 4,374,726 shares of Common Stock, the issuance of 135,000 shares of
Common Stock upon the full exercise of certain outstanding warrants at a price
per share of $3.00 and the receipt of net proceeds therefrom, the issuance of
184,536 shares of Common Stock upon the net exercise of certain outstanding
warrants at an assumed public offering price of $9.00 per share and the issuance
of approximately 337,000 shares of Common Stock upon the conversion of principal
and all accrued interest related to the Convertible Debenture.

Holders of Common Stock are entitled to receive ratably such dividends, if
any, as may be declared by the Board of Directors out of funds legally available
therefore, subject to any preferential dividend rights of outstanding Preferred
Stock. Upon the liquidation, dissolution, or winding up of the Company, the
holders of Common Stock are entitled to share ratably in all assets remaining
after payment of liabilities, subject to the prior liquidation rights of any
outstanding Preferred Stock. Upon the closing of the offering, the Common Stock
will have no preemptive, subscription, redemption or conversion rights. The
outstanding shares of Common Stock are, and the shares offered by the Company in
the offering will be, when issued and paid for, fully paid and nonassessable.
The rights, preferences and privileges of holders of Common Stock are subject
to, and may be adversely affected by, the rights of the holders of shares of any
series of Preferred Stock which the Company may designated and issue in the
future.

PREFERRED STOCK

Upon the closing of the offering, all outstanding shares of Preferred Stock
will be converted into 4,374,726 shares of Common Stock and automatically
retired. Thereafter, the Board of Directors will be authorized, without further
stockholder approval, to issue up to 2,000,000 shares of Preferred Stock in one
or more series. Each series of Preferred Stock shall have such rights,
preferences, privileges and restrictions, including voting rights, dividend
rights, conversion rights, redemption privileges and liquidation preferences, as
shall be determined by the Board of Directors.

The issuance of Preferred Stock may have the effect of delaying or
preventing a change in control of the Company. The issuance of Preferred Stock
could decrease the amount of earnings and assets available for distribution to
the holders of the Common Stock or could adversely affect the rights and powers,
including voting rights, of the holders of the Common Stock. In certain
circumstances, such issuance could have the effect of decreasing the market
price of the Common Stock. As of the closing of the offering, no shares of
Preferred Stock will be outstanding and the Company currently has no plans to
issue any shares of Preferred Stock.

WARRANTS

Between July 15, 1994 and September 25, 1994, the Company issued warrants to
purchase its Common Stock to several investors in connection with the issuance
of its Series A and Series B Preferred Stock (the "Unit Financing Warrants").
The Unit Financing Warrants are exercisable into an aggregate of up to 135,000
shares of Common Stock at an exercise price of $3.00 per share, and each warrant
will expire upon the closing of the Offering. On December 28, 1994, the Company
issued a warrant to purchase Common Stock to Greylock in connection with its
purchase of Series A and Series B Preferred Stock of the Company (the "Greylock
Unit Financing Warrant"). The Greylock Unit Financing

47
<PAGE>
Warrant, which expires upon the closing of the Offering, is exercisable into up
to 135,000 shares of Common Stock at an exercise price of $3.00 per share.
Alternatively, Greylock may net exercise its warrant into 90,000 shares of
Common Stock at an assumed public offering price of $9.00 per share.

In connection with the acquisition by the Company of IntelliLink in April
1996, the Company issued to Greylock a warrant to purchase Common Stock (the
"Greylock Acquisition Warrant") and a debenture convertible into Common Stock
(the "Greylock Debenture") in exchange for similar securities for shares of
IntelliLink Common Stock held by Greylock. The Greylock Acquisition Warrant,
which expires upon the closing of the Offering, is exercisable into up to
250,243 shares of Common Stock at $5.60 per share. Alternatively, Greylock may
net exercise its warrant into 94,536 shares of Common Stock at an assumed public
offering price of $9.00 per share. The Greylock Debenture, which has a principal
amount of $850,000 and accrues interest at 7.0% per annum from January 1995 as
to $600,000 of the principal balance and from July 1995 as to $250,000 of the
principal balance, automatically converts into approximately 337,000 shares of
Common Stock at a conversion price of approximately $2.77 on the closing of the
Offering.

In August 1996, the Company issued a warrant (the "Intel Warrant") to Intel
Corporation in connection with the issuance of its Series C Preferred Stock (the
"Intel Warrant"). The Intel Warrant, which expires in August 2001, is
exercisable into up to 140,000 shares of Common Stock at an exercise price of
$5.50 per share and contains a net exercise provision.

REGISTRATION RIGHTS

Upon the closing of the offering, the holders of 3,874,726 shares of Common
Stock (collectively, the "Registrable Securities"), are entitled to certain
rights with respect to the registration of such shares under the Securities Act
of 1933, as amended (the "Securities Act"). In the event that the Company
proposes to register any of its securities under the Securities Act, the holders
of the Registrable Securities are entitled to notice of such registration and
are entitled to include their Registrable Securities in such registration,
subject to certain marketing and other limitations. Beginning six months after
the effective date of the offering, the holders of at least a majority of the
Registrable Securities have the right to require the Company on occasion to
register all or a portion of their shares with registration rights on Form S-3,
after such form becomes available to the Company, subject to certain conditions
and limitations. For example, the Company may, in certain circumstances, defer
such registration, and the underwriters involved in such registrations have the
right, subject to certain limitations, to limit the number of shares included in
such registrations.

DELAWARE LAW AND CERTAIN CHARTER PROVISIONS

The Company is a Delaware corporation and will be subject to Section 203 of
the Delaware General Corporation Law (the "Delaware Law"), an anti-takeover law.
In general, Section 203 of the Delaware Law prevents an "interested stockholder"
(defined generally as a person owning 15% or more of a corporation's outstanding
voting stock) from engaging in a "business combination" (as defined in the
Delaware law) with a Delaware corporation for three years following the date
such person became an interested stockholder, subject to certain exceptions such
as the approval of the board of directors and of the holders of at least
two-thirds of the outstanding shares of voting stock not owned by the interested
stockholder. The existence of this provision could have the effect of
discouraging takeover attempts, including attempts that might result in a
premium over the market price for the shares of Common Stock.

The Company's Certificate of Incorporation provides that, upon the closing
of the Offering, any action required or permitted to be taken by the
stockholders of the Company may be taken only at a duly called annual or special
meeting of the stockholders and does not provide for cumulative voting in the
election of directors. The Certificate of Incorporation and Bylaws restrict the
right of stockholders to change the size of the Board of Directors and to fill
vacancies on the Board of Directors. The Bylaws also establish procedures,
including advance notice procedures, with regard to the nomination, other than
by or at the direction of the Board of Directors, of candidates for elections as
directors or for stockholder proposals to be submitted at stockholder meetings.
The amendment of any of these provisions would require approval by holders of
66.67% or more of the outstanding Common Stock.

48
<PAGE>
These and other provisions could have the effect of making it more difficult
for a third party to effect a change in the control of the Board of Directors.
This may discourage another person or entity from making a tender offer for the
Company's Common Stock, including offers at a premium over the market price of
the Common Stock, and might result in a delay in changes in control of
management. In addition, these provisions could have the effect of making it
more difficult for proposals favored by the stockholders to be presented for
stockholder consideration.

The Company has also included in its Certificate of Incorporation provisions
to eliminate the personal liability of its directors for monetary damages
resulting from breaches of their fiduciary duty to the extent permitted by the
Delaware Law and to indemnify its directors and officers to the fullest extent
permitted by Section 145 of the Delaware Law.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Common Stock is Harris Trust
Company of California. Its telephone number is (213) 239-0671.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to the Offering, there has not been any public market for the Common
Stock and there can be no assurance that a significant public market for the
Common Stock will be developed or be sustained after the Offering. Sales of
substantial amounts of Common Stock in the public market after this Offering, or
the possibility of such sales occurring, could adversely affect prevailing
market prices for the Common Stock or the future ability of the Company to raise
capital through an offering of equity securities.

After the Offering, the Company will have outstanding 11,828,352 shares of
Common Stock. Of these shares, the 3,000,000 shares offered hereby will be
freely tradeable in the public market without restriction under the Securities
Act, unless such shares are held by "affiliates" of the Company, as that term is
defined in Rule 144 under the Securities Act.

The remaining 8,828,352 shares of Common Stock outstanding upon completion
of the Offering will be "restricted securities" as that term is defined in Rule
144 ("Restricted Shares"). The Restricted Shares were issued and sold by the
Company in private transactions in reliance upon exemptions from registration
under the Securities Act. Restricted Shares may be sold in the public market
only if they are registered or if any qualify for an exemption from registration
under Rules 144 or 701 under the Securities Act, which are summarized below.

Pursuant to certain "lock-up" agreements, all of the executive officers,
directors and certain stockholders and employees of the Company, who
collectively hold an aggregate of approximately 8,042,751 shares, have agreed
not to offer, sell, contract to sell, grant any option to purchase or otherwise
dispose of any such shares for a period of 180 days from the date of this
Prospectus. The Company has also entered into an agreement with the
representatives of the Underwriters that it will not offer, sell or otherwise
dispose of Common Stock for a period of 180 days from the date of this
Prospectus, other than pursuant to existing stock option plans. As a result of
such lock-up agreements, approximately 6,805,977 of the Restricted Shares will
be eligible for immediate sale beginning 181 days after the date of this
Prospectus (of which 2,451,456 shares will be subject to certain volume, manner
of sale and other limitations under Rule 144). Of the approximately 785,601
Restricted Shares held by existing stockholders of the Company not subject to
lock-up agreements, 57,529 shares will be eligible for immediate sale in the
public market under Rule 144(k).

Following the expiration of such lock-up periods, certain shares issued upon
exercise of options granted by the Company prior to the date of this Prospectus
will also be available for sale in the public market pursuant to Rule 701 under
the Securities Act. Rule 701 permits resales of such shares in reliance upon
Rule 144 but without compliance with certain restrictions, including the holding
period requirement, imposed under Rule 144. In general, under Rule 144 as
currently in effect, beginning 90 days after the date of this Prospectus, a
person (or persons whose shares of the Company are aggregated) who has
beneficially owned Restricted Shares for at least two years (including the
holding period of any prior

49
<PAGE>
owner who is not an affiliate of the Company) would be entitled to sell within
any three-month period a number of shares that does not exceed the greater of
(i) one percent of the then outstanding shares of Common Stock (approximately
119,000 shares immediately after the Offering), or (ii) the average weekly
trading volume of the Common Stock during the four calendar weeks preceding the
filing of a Form 144 with respect to such sale. Sales under Rule 144 are also
subject to certain manner of sale and notice requirements and to the
availability of current public information about the Company. Under Rule 144(k),
a person who is not deemed to have been an affiliate of the Company at any time
during the 90 days preceding a sale and who has beneficially owned the shares
proposed to be sold for at least three years (including the holding period of
any prior owner who is not an affiliate of the Company) is entitled to sell such
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.

As of July 31, 1996, options to purchase 1,008,365 shares of Common Stock
were outstanding under the Company's 1993 Stock Option Plans. All such shares
are subject to lock-up agreements for a period of 180 days from the date of this
Prospectus and thereafter pursuant to Rule 701. As of July 31, 1996, there were
715,657 shares available for future option grants under its 1993 Stock Option
Plan. Options to purchase 98,617 shares of Common Stock assumed in the
acquisition of IntelliLink were also outstanding. Moreover, on September 3,
1996, the Board of Directors of the Company, subject to stockholder approval,
adopted the 1996 Employee Stock Purchase Plan, under which 250,000 additional
shares have been reserved for issuance, and increased the shares authorized for
issuance under its 1993 Stock Option Plan by 1,000,000 shares to 3,500,000
shares.

The Company intends to file after the effective date of the Offering a
Registration Statement on Form S-8 to register an aggregate of 2,322,639 shares
of Common Stock reserved for issuance under its 1993 Stock Option Plan and 1996
Employee Stock Purchase Plan. Such Registration Statement will become effective
automatically upon filing. Shares issued under the foregoing plans, after the
filing of Registration Statement on Form S-8, may be sold in the open market,
subject, in the case of certain holders, to the Rule 144 limitations applicable
to affiliates, the above-referenced lock-up agreements and vesting restrictions
imposed by the Company. In addition, after the Offering, holders of
approximately 3,874,726 shares of Common Stock and 140,000 shares of Common
Stock issuable upon the exercise of the Intel Warrant will be entitled to
certain rights to cause the Company to register the sale of such shares under
the Securities Act. See "Description of Capital Stock--Registration Rights."

50
<PAGE>
CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS
FOR NON-U.S. HOLDERS OF COMMON STOCK

The following is a general discussion of certain U.S. federal income and
estate tax consequences of the ownership and disposition of Common Stock by a
person that, for U.S. federal income tax purposes, is a non-resident alien
individual, a foreign corporation, a foreign partnership or an estate or trust,
in each case not subject to U.S. federal income tax on a net income tax basis in
respect of income or gain from Common Stock (a "non-U.S. holder"). This
discussion is based on the Internal Revenue Code of 1986, as amended (the
"Code"), Treasury regulations thereunder, and administrative and judicial
interpretations as of the date hereof, all of which may be changed. This
discussion does not address all the aspects of U.S. federal income and estate
taxation that may be relevant to non-U.S. holders in light of their particular
circumstances, or to certain types of holders subject to special treatment under
U.S. federal income tax laws (such as life insurance companies and dealers in
securities). Nor does it address tax consequences under the laws of any state,
municipality or other taxing jurisdiction or under the laws of any country other
than the United States.

Prospective holders should consult their own tax advisors about the
particular tax consequences to them of holding and disposing of Common Stock.

DIVIDENDS

Generally, dividends paid to a non-U.S. holder of Common Stock will be
subject to United States federal withholding tax at a 30% rate or such lower
rate as may be specified by an applicable income tax treaty, unless the
dividends are effectively connected with the conduct of a trade or business
within the United State (or alternatively are attributable to a U.S. permanent
establishment of such holder, if an applicable income tax treaty so requires as
a condition for the non-U.S. holder to be subject to U.S. income tax on a net
income basis in respect of such dividends). Such "effectively connected"
dividends, or dividends attributable to a permanent establishment, are subject
to tax at rates applicable to U.S. citizens, resident aliens and domestic U.S.
corporations, and are not generally subject to withholding. Effectively
connected dividends received by a non-U.S. corporation may be subject to an
additional "branch profits tax" at a 30% rate (or a lower rate under an
applicable income tax treaty) when such dividends are deemed repatriated from
the United States.

Under current U.S. Treasury regulations, dividends paid to an address
outside the United States in a foreign country are presumed to be paid to a
resident of such country for purposes of the withholding tax. Under the current
interpretation of U.S. Treasury regulations, the same presumption applies to
determine the applicability of a reduced rate of withholding under a tax treaty.
Thus, non-U.S. holders receiving dividends at addresses outside the United
States are not currently required to file tax forms to obtain the benefit of an
applicable treaty rate. Under U.S. Treasury regulations that are proposed to be
effective for distributions after 1997 (the "Proposed Regulations"), to claim
the benefits of a tax treaty a non-U.S. holder of Common Stock would be required
to satisfy applicable certification requirements. In addition, under the
Proposed Regulations, in the case of Common Stock held by a foreign partnership,
(x) the certification requirement would generally be applied to the partners of
the partnership and (y) the partnership would be required to provide certain
information. The Proposed Regulations also provide look-through rules for tiered
partnerships. It is not certain whether, or in what form, the Proposed
Regulations will be adopted as final regulations.

If there is excess withholding on a person eligible for a treaty benefit,
the person can file for a refund with the U.S. Internal Revenue Service.

GAIN ON DISPOSITION OF COMMON STOCK

A non-U.S. holder generally will not be subject to U.S. federal income tax
in respect of gain recognized on a disposition of Common Stock unless (i) the
gain is effectively connected with a trade or business of the non-U.S. holder in
the United States, (ii) in the case of a non-U.S. holder who is an individual
and holds the Common Stock as a capital asset, such holder is present in the
United States for 183 or more days in the taxable year of the disposition and
certain other conditions are met, (iii) the non-

51
<PAGE>
U.S. holder is subject to tax pursuant to the provisions of U.S. tax law
applicable to certain U.S. expatriates, or (iv) the Company is or has been a
"U.S. real property holding corporation" for federal income tax purposes and, if
the Common Stock is regularly traded on an established securities market, the
non-U.S. holder held, directly or indirectly, at any time during the 5-year
period ending on the date of disposition (or such shorter period that such
shares were held) more than 5% of the Common Stock. The Company has not been and
does not anticipate becoming a "U.S. real property holding corporation" for U.S.
federal income tax purposes.

INFORMATION REPORTING AND BACKUP WITHHOLDING TAX

Generally, the Company must report to the U.S. Internal Revenue Service the
amount of dividends paid, the name and address of the recipient and the amount,
if any, of tax withheld. A similar report is sent to the holder. Pursuant to tax
treaties or other agreements, the U.S. Internal Revenue Service may make its
reports available to tax authorities in the recipient's country of residence.
Dividends not subject to withholding tax may be subject to backup withholding if
the non-U.S. holder is not an "exempt recipient" and fails to provide a tax
identification number and other information to the Company. Under the Proposed
Regulations, dividend payments generally will be subject to information
reporting and backup withholding unless applicable certification requirements
are satisfied.

If the proceeds of a disposition of Common Stock are paid over by or through
a U.S. office of a broker, the payment is subject to information reporting and
possible backup withholding at a 31% rate unless the disposing holder certifies
under penalties of perjury as to his name, address and non-U.S. holder status or
otherwise establishes an exemption. Generally, U.S. information reporting and
backup withholding requirement will not apply to a payment of disposition
proceeds if the payment is made outside the United States through a non-U.S.
office of a broker. However, U.S. information reporting requirements (but not
backup withholding) will apply to a payment of diposition proceeds outside the
United States if (A) the payment is made through an office outside the United
States of a broker that either (i) is a U.S. person, (ii) derives 50% or more of
its gross income for certain periods from the conduct of a trade or business in
the United States or (iii) is a "controlled foreign corporation" for U.S.
federal income tax purposes and (B) the broker fails to maintain documentary
evidence that the holder is a non-U.S. holder or that the holder otherwise is
entitled to an exemption.

Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained.

FEDERAL ESTATE TAXES

Common Stock held by a non-U.S. holder at the time of death will be included
in such holder's gross estate for U.S. federal estate tax purposes unless an
applicable estate tax treaty provides otherwise.

52
<PAGE>
UNDERWRITING

The U.S. Underwriters named below, for whom Deutsche Morgan Grenfell/C.J.
Lawrence Inc. and Alex. Brown & Sons Incorporated are acting as representatives
(the "U.S. Representatives"), and the International Underwriters named below,
for whom Morgan Grenfell & Co., Limited and Alex. Brown & Sons Incorporated are
acting as representatives (the "International Representatives"), have severally
agreed, subject to the terms and conditions contained in the Underwriting
Agreement (the form of which is filed as an exhibit to the Company's
Registration Statement, of which this Prospectus is a part), to purchase from
the Company and the Selling Stockholders the respective number of shares of
Common Stock indicated below opposite their respective names. The Underwriters
are committed to purchase all of the shares, if they purchase any.
<TABLE>
<CAPTION>
NUMBER OF
U.S. UNDERWRITERS SHARES
- ------------------------------------------------------------------------------------------- -----------
<S> <C>
Deutsche Morgan Grenfell/C.J. Lawrence Inc.................................................
Alex. Brown & Sons Incorporated............................................................

-----------
Subtotal............................................................................... 2,250,000
-----------

INTERNATIONAL UNDERWRITERS
- -------------------------------------------------------------------------------------------
<S> <C>
Morgan Grenfell & Co., Limited.............................................................
Alex. Brown & Sons Incorporated............................................................

-----------
Subtotal............................................................................... 750,000
-----------
Total.................................................................................. 3,000,000
-----------
-----------
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters thereunder are subject to approval of certain legal matters by
counsel and to various other conditions.

The U.S. Underwriters and the International Underwriters have entered into
an Intersyndicate Agreement (the "Intersyndicate Agreement") that provides for
the coordination of their activities. Pursuant to the Intersyndicate Agreement,
sales may be made between the U.S. Underwriters and the International
Underwriters of such number of shares of Common Stock as may be mutually agreed.
The price of any shares of Common Stock so sold shall be the initial public
offering price, less an amount not greater than the selling concession.

Under the terms of the Intersyndicate Agreement, the International
Underwriters and any dealer to whom they sell shares of Common Stock will not
offer to sell or sell shares of Common Stock to persons who are United States
persons or to persons they believe intend to resell to persons who are United
States persons, and the U.S. Underwriters and any dealer to whom they sell
shares of Common Stock will not offer to sell or sell shares of Common Stock to
any non-United States person or to persons they believe intend to resell to
non-United States persons, except, in each case, for transactions pursuant to
such agreement. As used herein, "United States person" means any national or
resident of the United States or any corporation, pension, profit-sharing or
other trust or other entity organized under the laws of the United States or any
political subdivision thereof (other than a branch located outside of the United

53
<PAGE>
States of any United States person) and includes any United States branch of a
person who is otherwise not a United States person and "United States" means the
United States of America, its territories, its possessions and all areas subject
to its jurisdiction.

The Underwriters propose to offer the Common Stock to the public on the
terms set forth on the cover page of this Prospectus. The Price to Public and
Underwriting Discount will be identical in the U.S. and International Offerings.
The Underwriters may allow to selected dealers (who may include the
Underwriters) a concession of not more than $ per share. The selected dealers
may reallow a concession of not more than $ to certain other dealers. After
the initial public offering, the price and concessions and re-allowances to
dealers and other selling terms may be changed by the Underwriters. The Common
Stock is offered subject to receipt and acceptance by the Underwriters, and to
certain other conditions, including the right to reject orders in whole or in
part. The Underwriters do not intend to sell any of the shares of Common Stock
offered hereby to accounts for which they exercise discretionary authority.

The Selling Stockholders have granted an option to the Underwriters to
purchase up to a maximum of 450,000 additional shares of Common Stock to cover
over-allotments, if any, at the public offering price, less the underwriting
discount set forth on the cover page of this Prospectus. Such option may be
exercised at any time until 30 days after the date of the Underwriting
Agreement. To the extent the Underwriters exercise this option, each of the
Underwriters will be committed, subject to certain conditions, to purchase such
additional shares in approximately the same proportion as set forth in the above
table. The Underwriters may purchase such shares only to cover over-allotments
made in connection with the Offering.

Pursuant to the Intersyndicate Agreement, each International Underwriter has
represented and agreed that it has not offered or sold, and has agreed not to
offer or sell, any shares of Common Stock, directly or indirectly, in Canada in
contravention of the securities laws of Canada or any province or territory
thereof and has represented that any offer of shares of Common Stock in Canada
will be made only pursuant to an exemption from the requirement to file a
prospectus in the province or territory of Canada in which such offer is made.
Each International Underwriter has further agreed to send to any dealer who
purchases from it any shares of Common Stock a notice stating in substance that,
by purchasing such shares such dealer represents and agrees that it has not
offered or sold, and will not offer or sell, directly or indirectly, any of such
shares in Canada or to, or for the benefit of, any resident of Canada in
contravention of the securities laws of Canada or any province or territory
thereof and that any offer of shares of Common Stock in Canada will be made only
pursuant to an exemption from the requirement to file a prospectus in the
province or territory of Canada in which such offer is made, and that such
dealer will deliver to any other dealer to whom it sells any of such shares of
Common Stock a notice to the foregoing effect.

Pursuant to the Intersyndicate Agreement, each International Underwriter has
represented and agreed that (i) it has not offered or sold and will not offer or
sell any shares of Common Stock offered hereby to persons in the United Kingdom
except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purpose of
their business or otherwise in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995 (the "Regulations"), (ii) it
has complied and will comply with all applicable provisions of the Financial
Services Act 1986 and the Regulations with respect to anything done by it in
relation to the shares of Common Stock offered hereby in, from or otherwise
involving the United Kingdom, and (iii) it has only issued or passed on and will
not issue or pass on to any person in the United Kingdom any document received
by it in connection with the issue of the shares of Common Stock offered hereby
if that person is a kind described in Article 11(3) of the Financial Services
Act 1986 (Investment Advertisements) (Exceptions) Order 1995 or is a person to
whom such document may otherwise lawfully be issued or passed on.

54
<PAGE>
Pursuant to the Intersyndicate Agreement, each International Underwriter has
represented and agreed that it has not offered or sold, and will not offer or
sell, directly or indirectly, in Japan or to or for the account or any resident
thereof, any shares of Common Stock acquired in connection with this offering,
except for offers or sales to Japanese International Underwriters or dealers and
except pursuant to any exemption from the regulation requirement of the
Securities and Exchange law of Japan. Each International Underwriter has further
agreed to send to any dealer who purchases form it any of such shares of Common
Stock a notice stating in substance that such dealer may not offer to sell any
of such shares, directly or indirectly, in Japan or to or for the account of any
resident thereof, except pursuant to any exemption from the registration
requirement of the Securities and Exchange Law of Japan, and that such dealer
will send to any other dealer to whom it sells any shares a notice to the
foregoing effect.

Pursuant to the Intersyndicate Agreement, each International Underwriter has
represented and agreed that it has not offered or sold, and will not offer and
sell, directly or indirectly, or offer to sell to any person for re-offering or
resale, directly or indirectly any shares of Common Stock to any resident of the
Republic of Korea (as the term is defined under the Foreign Exchange Management
Law of the Republic of Korea), or in the Republic of Korea, except pursuant to
applicable laws and regulations of the Republic of Korea.

Certain stockholders, including affiliates of the Company (as that term is
defined in the Securities Act), have agreed not to offer or sell any Common
Stock until the expiration of 180 days following the date of the final
Prospectus without the prior written consent of Deutsche Morgan Grenfell/C. J.
Lawrence Inc.

The Underwriting Agreement provides that the Company and the Selling
Stockholders will indemnify the several Underwriters against certain liabilities
including civil liabilities under the Securities Act of 1933, as amended, or
will contribute to payments the Underwriters may be required to make in respect
thereof.

In July 1996, the Company issued 17,857 shares of the Company's Series C
Preferred Stock to The Quattrone Family Trust, Frank P. Quattrone and Denise A.
Foderaro Trustees (the "Quattrone Trust") which will convert automatically into
17,857 shares of Common Stock upon the completion of the Offering. Frank
Quattrone, the Chief Executive Officer of DMG Technology Group, a division of
Deutsche Morgan Grenfell/C. J. Lawrence, Inc., is a trustee of the Quattrone
Trust.

Prior to the Offering, there has been no public market for the Common Stock.
The initial public offering price has been determined by negotiation between the
Company, the Selling Stockholders and the Representatives. The principal factors
to be considered in determining the public offering price include the
information set forth in this Prospectus and otherwise available to the
Representatives; the history and the prospects for the industry in which the
Company will compete; the ability of the Company's management; the prospectus
for future earnings of the Company; the present state of the Company's
development and its current financial condition; the general condition of the
securities markets at the time of the Offering; and the recent market prices of,
and the demand for, publicly traded common stock of generally comparable
companies. Each of the Representatives has informed the Company that it
currently intends to make a market in the shares subsequent to the effectiveness
of the Offering, but there can be no assurance that the Representatives will
take any action to make a market in any securities of the Company.

Pursuant to regulations promulgated by the Securities and Exchange
Commission, market makers in the Common Stock who are Underwriters or
prospective underwriters ("passive market makers") may, subject to certain
limitations, make bids for or purchases of shares of Common Stock until the
earlier of the time of commencement (the "Commencement Date") of offers or sales
of the Common Stock contemplated by this Prospectus or the time at which a
stabilizing bid for such shares is made. In general, on and after the date two
business days prior to the Commencement Date (i) such passive market maker's net
daily purchases of the Common Stock may not exceed 30% of its average daily
trading volume in such stock for the two full consecutive calendar months
immediately proceeding the filing date of the Registration Statement of which
this Prospectus forms a part, (ii) such passive market

55
<PAGE>
maker may not effect transactions in, or display bids for, the Common Stock at a
price that exceeds the highest bid for the Common Stock by persons who are not
passive market makers and (iii) bids made by passive market makers must be
identified as such.

LEGAL MATTERS

The validity of the securities offered hereby and general corporate legal
matters will be passed upon for the Company by Gray Cary Ware & Freidenrich, A
Professional Corporation, Palo Alto, California. Wilson Sonsini Goodrich &
Rosati, Professional Corporation, Palo Alto, California is acting as counsel for
the Underwriters in connection with certain legal matters relating to the sale
of the Common Stock offered hereby.

EXPERTS

The Consolidated Financial Statements of the Company as of July 31, 1995,
and 1996 and for the period from August 27, 1993 (inception) to July 31, 1994
and each of the two years in the period ended July 31, 1996 and the financial
statements of IntelliLink Corp. for each of the three years in the period ended
December 31, 1995 included in this Prospectus have been so included in reliance
on the reports of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission a
Registration Statement (which term shall include any amendments thereto) on Form
S-1 under the Securities Act with respect to the Common Stock offered hereby.
This Prospectus, which constitutes a part of the Registration Statement, does
not contain all of the information set forth in the Registration Statement,
certain items of which are contained in exhibits to the Registration Statement
as permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the Common Stock offered hereby,
reference is made to the Registration Statement, including the exhibits thereto,
and the financial statements and notes filed as a part thereof. Statements made
in this Prospectus concerning the contents of any document referred to herein
are not necessarily complete. With respect to each such document filed with the
Commission as an exhibit to the Registration Statement, reference is made to the
exhibit for a more complete description of the matter involved. The Registration
Statement, including the exhibits thereto and the financial statements and notes
filed as a part thereof, as well as such reports and other information filed
with the Commission, may be inspected without charge at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the regional offices of the Commission located at Seven World
Trade Center, 13th Floor, New York, New York 10048 and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
all or any part thereof may be obtained from the Commission upon the payment of
certain fees prescribed by the Commission. Such reports and other information
may also be inspected without charge at a Web site maintained by the Commission.
The address of such site is http://www.sec.gov.

56
<PAGE>
PUMA TECHNOLOGY, INC.
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
PUMA TECHNOLOGY, INC.
Report of Independent Accountants........................................................................ F-2
Consolidated Balance Sheet............................................................................... F-3
Consolidated Statement of Operations..................................................................... F-4
Consolidated Statement of Stockholders' Equity........................................................... F-5
Consolidated Statement of Cash Flows..................................................................... F-6
Notes to Consolidated Financial Statements............................................................... F-7

INTELLILINK CORP.
Report of Independent Accountants........................................................................ F-17
Statement of Operations.................................................................................. F-18
Statement of Stockholders' Deficit....................................................................... F-19
Statement of Cash Flows.................................................................................. F-20
Notes to Financial Statements............................................................................ F-21

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
Unaudited Pro Forma Combined Statement of Operations..................................................... F-27
Notes to Unaudited Pro Forma Combined Statement of Operations............................................ F-29
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
Puma Technology, Inc.

The reincorporation described in Note 10 to the Consolidated Financial
Statements has not been consummated at October 16, 1996. When it has been
consummated, we will be in a position to furnish the following report:

"In our opinion, the accompanying consolidated balance sheet and the
related consolidated statements of operations, of stockholders' equity
and of cash flows present fairly, in all material respects, the
financial position of Puma Technology, Inc. and its subsidiaries at July
31, 1995 and 1996, and the results of their operations and their cash
flows for the period from August 27, 1993 (inception) to July 31, 1994
and for the years ended July 31, 1995 and 1996 in conformity with
generally accepted accounting principles. These financial statements are
the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally
accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe our
audits provide a reasonable basis for the opinion expressed above."

/s/ Price Waterhouse LLP

PRICE WATERHOUSE LLP
San Jose, California
August 20, 1996, except for Note 10
which is as of September 4, 1996

F-2
<PAGE>
PUMA TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT PER SHARE DATA)
ASSETS

<TABLE>
<CAPTION>
JULY 31,
-------------------- PRO FORMA
1995 1996 JULY 31, 1996
--------- --------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents................................................. $ 2,000 $ 982 $ 2,987
Short-term investments.................................................... 500 -- --
Accounts receivable net of allowances of $0 at July 31, 1995, $184 at July
31, 1996 and $184 at July 31, 1996, pro forma (unaudited)................ 125 1,837 1,837
Inventories............................................................... 24 165 165
Other current assets...................................................... 48 114 114
--------- --------- -------------
Total current assets................................................ 2,697 3,098 5,103
Property and equipment, net................................................. 251 449 449
Other assets................................................................ -- 457 457
--------- --------- -------------
$ 2,948 $ 4,004 $ 6,009
--------- --------- -------------
--------- --------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................................... $ 227 $ 682 $ 682
Accrued liabilities....................................................... 171 645 645
Deferred revenue.......................................................... 628 1,042 1,042
Current portion of capital lease obligations.............................. 20 21 21
--------- --------- -------------
Total current liabilities........................................... 1,046 2,390 2,390
Capital lease obligations, net of current portion........................... 16 28 28
Convertible debenture....................................................... -- 933 --
--------- --------- -------------
Total liabilities................................................... 1,062 3,351 2,418
--------- --------- -------------
Commitments (Note 9)
Stockholders' equity:
Preferred stock, $0.001 par value; 3,500 shares authorized at July 31,
1995 and 1996; 2,000 shares authorized, none issued and outstanding at
July 31, 1996 pro forma (unaudited)...................................... -- -- --
Series A convertible preferred stock, $0.001 par value; 2,000 shares
designated; 1,469 shares issued and outstanding at July 31, 1995 and
1996 (liquidation preference of $1.00 per share); none issued and
outstanding at July 31, 1996 pro forma (unaudited)..................... 2 2 --
Series B convertible preferred stock, $0.001 par value; 1,500 shares
designated; 1,151 shares issued and outstanding at July 31, 1995 and
1996 (liquidation preference of $3.00 per share); none issued and
outstanding at July 31, 1996 pro forma (unaudited)..................... 1 1 --
Common Stock, $0.001 par value; 20,000 shares authorized; 2,722 and 4,297
shares issued and outstanding at July 31, 1995 and 1996; 40,000 shares
authorized, 9,328 shares issued and outstanding at July 31, 1996 pro
forma (unaudited)........................................................ 3 4 9
Additional paid-in capital................................................ 4,982 6,686 9,622
Notes receivable from stockholders........................................ (2) (431) (431)
Deferred stock compensation............................................... -- (108) (108)
Accumulated deficit....................................................... (3,100) (5,501) (5,501)
--------- --------- -------------
Total stockholders' equity.......................................... 1,886 653 3,591
--------- --------- -------------
$ 2,948 $ 4,004 $ 6,009
--------- --------- -------------
--------- --------- -------------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-3
<PAGE>
PUMA TECHNOLOGY, INC.

CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PERIOD FROM
AUGUST 27,
1993
(INCEPTION) YEAR ENDED JULY 31,
TO JULY 31, --------------------
1994 1995 1996
------------- --------- ---------
<S> <C> <C> <C>
Revenue...................................................................... $ 70 $ 860 $ 7,716
Cost of revenue.............................................................. -- 77 673
------ --------- ---------
Gross profit................................................................. 70 783 7,043
------ --------- ---------
Operating expenses:
Research and development................................................... 529 1,840 3,107
Sales and marketing........................................................ 175 580 2,169
General and administrative................................................. 326 500 1,064
In-process research and development........................................ -- -- 2,680
------ --------- ---------
Total operating expenses............................................. 1,030 2,920 9,020
------ --------- ---------
Operating loss............................................................... (960) (2,137) (1,977)
Interest income.............................................................. 9 77 110
Interest expense............................................................. (3) (6) (25)
------ --------- ---------
Loss before provision for income taxes....................................... (954) (2,066) (1,892)
Provision for income taxes................................................... -- (80) (509)
------ --------- ---------
Net loss..................................................................... $ (954) $ (2,146) $ (2,401)
------ --------- ---------
------ --------- ---------
Pro forma net loss per share (unaudited)..................................... $ (0.25)
---------
---------
Shares used in pro forma per share calculation (unaudited)................... 9,474
---------
---------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-4
<PAGE>
PUMA TECHNOLOGY, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
CONVERTIBLE NOTES RE-
PREFERRED STOCK COMMON STOCK ADDITIONAL CEIVABLE DEFERRED
--------------- --------------- PAID-IN FROM STOCK- STOCK COM- ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL HOLDERS PENSATION DEFICIT TOTAL
------ ------ ------ ------ ---------- ------------ ------------ ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Issuance of Common Stock
to founders............. -- $-- 3,045 $3 $ 73 $ (28) $ -- $ -- $ 48
Issuance of Series A
convertible preferred
stock................... 818 1 -- -- 817 -- -- -- 818
Issuance of Series B
convertible preferred
stock................... 125 -- -- -- 375 -- -- -- 375
Net loss................. -- -- -- -- -- -- -- (954) (954)
-- --
------ ------ ---------- ------ ------ ----------- -------
Balance at July 31,
1994.................... 943 1 3,045 3 1,265 (28) -- (954) 287
Issuance of Common Stock
upon exercise of stock
options................. -- -- 220 -- 57 -- -- -- 57
Issuance of Series A
convertible preferred
stock, net of issuance
costs................... 651 1 -- -- 641 -- -- -- 642
Issuance of Series B
convertible preferred
stock, net of issuance
costs................... 1,026 1 -- -- 3,026 -- -- -- 3,027
Repurchase of unvested
founder Common Stock.... -- -- (543) -- (7) 26 -- -- 19
Net loss................. -- -- -- -- -- -- -- (2,146) (2,146)
-- --
------ ------ ---------- ------ ------ ----------- -------
Balance at July 31,
1995.................... 2,620 3 2,722 3 4,982 (2) -- (3,100) 1,886
Issuance of Common Stock
upon exercise of stock
options................. -- -- 580 -- 321 (53) -- -- 268
Issuance of Common Stock
in connection with
acquisition of
IntelliLink............. -- -- 1,019 1 1,273 (194) -- -- 1,080
Loan to former officer of
IntelliLink Corp........ -- -- -- -- -- (184) -- -- (184)
Repurchase of unvested
Common Stock............ -- -- (24) -- (5) 2 -- -- (3)
Deferred compensation
related to stock
options................. -- -- -- -- 115 -- (108) -- 7
Net loss................. -- -- -- -- -- -- -- (2,401) (2,401)
-- --
------ ------ ---------- ------ ------ ----------- -------
Balance at July 31,
1996.................... 2,620 $3 4,297 $4 $6,686 $(431) $(108) $(5,501) $ 653
-- --
-- --
------ ------ ---------- ------ ------ ----------- -------
------ ------ ---------- ------ ------ ----------- -------
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-5
<PAGE>
PUMA TECHNOLOGY, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD FROM
AUGUST 27,
1993
(INCEPTION) YEAR ENDED JULY 31,
TO JULY 31, --------------------
1994 1995 1996
------------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss..................................................................... $ (954) $ (2,146) $ (2,401)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization............................................ 17 73 217
In-process research and development...................................... -- -- 2,680
Other.................................................................... -- 56 42
Changes in assets and liabilities:
Accounts receivable.................................................... -- (125) (1,637)
Inventories............................................................ -- (24) (105)
Other assets........................................................... (31) (17) (82)
Accounts payable....................................................... 9 218 17
Accrued liabilities.................................................... 85 86 272
Deferred revenues...................................................... 150 478 101
------------- --------- ---------
Net cash used in operating activities................................ (724) (1,401) (896)
------------- --------- ---------
Cash flows from investing activities:
Purchase of property and equipment......................................... (105) (180) (317)
Purchase of short term investments......................................... -- (500) --
Maturities of short-term investments....................................... -- -- 500
Cash used in acquisition of IntelliLink Corp., net......................... -- -- (51)
------------- --------- ---------
Net cash provided by (used in) investing activities.................. (105) (680) 132
------------- --------- ---------
Cash flows from financing activities:
Principal payments under capital lease obligations......................... (6) (14) (22)
Principal repayments on notes payable...................................... -- -- (119)
Note advances to former IntelliLink officer................................ -- -- (184)
Net proceeds from issuance of Series A convertible preferred stock......... 818 642 --
Net proceeds from issuance of Series B convertible preferred stock......... 375 3,027 --
Net proceeds from issuance of Common Stock................................. 48 20 71
------------- --------- ---------
Net cash provided by (used in) financing activities.................. 1,235 3,675 (254)
------------- --------- ---------
Net increase (decrease) in cash and cash equivalents......................... 406 1,594 (1,018)
Cash and cash equivalents at the beginning of the period..................... -- 406 2,000
------------- --------- ---------
Cash and cash equivalents at the end of the period........................... $ 406 $ 2,000 $ 982
------------- --------- ---------
------------- --------- ---------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid.............................................................. $ 3 $ 6 $ 7
Income taxes paid.......................................................... -- 80 509
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:
Property and equipment acquired under capital leases....................... 36 20 --
Common Stock issued in connection with the acquisition of IntelliLink
Corp...................................................................... -- -- 1,274
Common Stock paid by cancelation of accounts payable....................... -- -- 197
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-6
<PAGE>
PUMA TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- THE COMPANY AND A SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES:

THE COMPANY

Puma Technology, Inc. (the "Company") was incorporated in California on
August 27, 1993 and was subsequently reincorporated in Delaware (see Note 10).
The Company develops, markets and supports mobile data exchange software which
allows user to easily access, exchange and synchronize information stored on a
variety of different computing devices.

BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of
the Company and its wholly owned subsidiaries, IntelliLink Corp. ("IntelliLink")
and Puma Ireland, Inc. All significant intercompany accounts and transactions
have been eliminated.

USE OF ESTIMATES AND ASSUMPTIONS

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.

REVENUE RECOGNITION

The Company recognizes revenue in accordance with the American Institute of
Certified Public Accountants' Statement of Position 91-1 on software revenue
recognition.

Revenue is comprised of license revenue and service revenue. License revenue
is derived from the sale of software products and royalty agreements with
original equipment manufacturers (OEMs). Service revenue is derived from
customer funded engineering services. To date, service revenue has been less
than 10% of revenue.

License revenue is recognized upon shipment of the software if no
significant obligation remains and collection of the resulting receivable is
deemed probable. The Company currently sells its products primarily to OEMs and
to a lesser extent to distributors and resellers in the United States, Asia,
Australia, Canada and Europe. The Company grants distributors and resellers
certain rights of return and price protection on unsold merchandise held by
those distributors and resellers. Accordingly, reserves for estimated future
returns and credits for price protection are provided for upon revenue
recognition. Such reserves are based on historical rates of returns and
allowances, distributor inventory levels and other factors.

Revenue from OEMs under minimum guaranteed royalty arrangements, which are
not subject to significant future obligations, is recognized when such royalties
are earned and become payable. Royalty revenue that is subject to significant
future obligations is recognized when such obligations are fulfilled. Royalty
revenue that exceeds minimum guarantees is recognized in the period earned.
Payments from customers received in advance of revenue recognition are recorded
as deferred revenue.

The Company provides a limited amount of telephone technical support to
customers. These activities are generally considered insignificant postcontract
customer support obligations and related costs are accrued upon recognition of
the license revenue.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments with a maturity of
three months or less at the date of purchase to be cash equivalents.

SHORT TERM INVESTMENTS

The Company accounts for its marketable securities in accordance with
Statement of Financial Accounting Standards No. 115 (FAS 115), "Accounting for
Certain Investments in Debt and Equity

F-7
<PAGE>
PUMA TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 -- THE COMPANY AND A SUMMARY OF ITS SIGNIFICANT ACCOUNTING
POLICIES: (CONTINUED)
Securities", which requires the Company to classify debt and equity securities
into one of three categories: held to maturity, trading or available for sale.
The Company has classified its investments as available for sale. The cost of
securities sold is based on the specific identification method.

INVENTORIES

Inventories consist principally of infrared hardware components supplied by
third-party vendors and software and related documentation, which are stated at
the lower of cost (first-in, first-out) or market.

SOFTWARE DEVELOPMENT COSTS

Software development costs incurred prior to the establishment of
technological feasibility are included in research and development and are
expensed as incurred. The Company defines establishment of technological
feasibility as the completion of a working model. Software development costs
incurred subsequent to the establishment of technological feasibility through
the period of general market availability of the product are capitalized, if
material. To date, all software development costs have been expensed as
incurred.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation and amortization is
computed using the straight-line method over the estimated useful lives of the
assets, generally three to five years, or in the case of leased assets the life
of the lease, if shorter.

OTHER ASSETS

Other assets are primarily comprised of intangibles and goodwill.
Amortization is computed on the straight-line basis over the expected lives of
the assets ranging from two to three years. Accumulated amortization was $45,000
at July 31, 1996.

INCOME TAXES

Income taxes are computed using the asset and liability method. Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of the assets and liabilities and are measured using the currently enacted
tax rates and laws.

CONCENTRATION OF CREDIT RISK AND EXPORT SALES

Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash, cash equivalents,
short-term investments and trade accounts receivable. The Company places its
cash, cash equivalents and short-term investments primarily in money market
accounts and commercial paper. The Company, by policy, limits the amount of
credit exposure for cash and cash equivalents to any one issuer.

The Company performs ongoing credit evaluations of its customers and to date
has not experienced any material losses. During fiscal 1995, NEC, Toshiba and
Canon accounted for approximately 16%, 15% and 14% of revenue, respectively.
Toshiba and NEC accounted for approximately 18% and 13% of fiscal 1996 revenue,
respectively. At July 31, 1996, three customers accounted for approximately 28%,
18% and 11% of accounts receivable.

Revenue from export sales to customers outside the United States, primarily
Asia, were approximately 71% and 67% of fiscal 1995 and fiscal 1996 revenue,
respectively. The Company's sales are generally denominated in US dollars. The
Company does not undertake any foreign currency hedging activities.

F-8
<PAGE>
PUMA TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 -- THE COMPANY AND A SUMMARY OF ITS SIGNIFICANT ACCOUNTING
POLICIES: (CONTINUED)
PRO FORMA NET LOSS PER SHARE (UNAUDITED)

Pro forma net loss per share is computed using the weighted average number
of common shares, preferred shares (on an as converted basis) and common
equivalent shares outstanding during the period (using the treasury stock
method, if dilutive). Pursuant to the requirements of the Securities and
Exchange Commission, common shares, convertible preferred stock (using the as
converted method) and stock options and warrants (using the treasury stock
method and the assumed initial public offering price) issued during the twelve
month period prior to the offering have been included in the computation as if
they were outstanding for all periods presented.

Historical net loss per share data has not been presented since such amounts
are not deemed to be meaningful due to the significant change in the Company's
capital structure which will occur upon the completion of the initial public
offering.

PRO FORMA BALANCE SHEET (UNAUDITED)

On August 15, 1996, the Company issued approximately 286,000 shares of
Series C convertible preferred stock and received cash of $1,600,000 (see Note
4). If the offering contemplated by this prospectus (the "Offering") is
consummated, all shares of convertible preferred stock outstanding at the
closing date will automatically convert into an aggregate of approximately
4,375,000 shares of Common Stock, (based on the Series C convertible preferred
stock issued in August 1996 and the Series A and B convertible preferred stock
outstanding at July 31, 1996); the 270,000 warrants issued in connection with
sales of preferred stock will be exercised partially for cash proceeds of
$405,000 and partially on a net basis for an aggregate of 225,000 shares of
Common Stock; the 250,000 warrants issued in connection with the acquisition of
IntelliLink will be fully exercised on a net basis for approximately 95,000
shares of Common Stock; and the 7% convertible subordinated debenture and
related accrued interest issued in connection with the acquisition of
IntelliLink will automatically convert into approximately 337,000 shares of
Common Stock.

The pro forma effect of the above mentioned transactions has been reflected
in the accompanying unaudited pro forma balance sheet as of July 31, 1996.

RECENT PRONOUNCEMENTS

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123 (FAS 123), "Accounting for Stock-Based
Compensation" which established a fair value based method of accounting for
stock-based compensation plans and requires additional disclosures for those
companies who elect not to adopt the new method of accounting. The Company will
be required to adopt FAS 123 in fiscal 1997. The Company's intention is to
continue to account for employee stock awards in accordance with APB Opinion No.
25 and to adopt the "disclosure only" alternative described in FAS 123.

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 (FAS 121), "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed of," which
requires the Company to review for impairment of long lived assets, certain
identifiable intangibles, and goodwill related to those assets whenever events
or changes in circumstances indicate that the carrying amount of an asset might
not be recoverable. In certain situations, an impairment loss would be
recognized. FAS 121 will become effective for the Company's year ending July 31,
1997. The Company has studied the implications of FAS 121 and, based on its
initial evaluation, does not expect its adoption to have a material impact on
the Company's financial condition or results of operations.

F-9
<PAGE>
PUMA TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2 -- ACQUISITION OF INTELLILINK CORP.:
On March 6, 1996, the Company agreed to acquire IntelliLink, a developer of
advanced synchronization software, in a transaction accounted for as a purchase.
The IntelliLink acquisition was completed on April 30, 1996. The consolidated
financial statements of the Company include the results of operations of
IntelliLink since the date of acquisition. Pursuant to the acquisition, (i) all
shares of outstanding common and preferred stock of IntelliLink were exchanged
for 769,000 shares of the Company's Common Stock, (ii) outstanding options to
purchase IntelliLink Common Stock were exchanged for options to acquire 99,000
shares of the Company's Common Stock, (iii) the Company issued a 7% convertible
subordinated debenture for $850,000 in a replacement of a debenture owed by
IntelliLink for the same principal amount, and (iv) the Company issued a warrant
to purchase 250,000 shares of the Company's Common Stock at $5.60 per share in
replacement of a similar warrant outstanding for IntelliLink Common Stock.
Additionally, in conjunction with the IntelliLink acquisition, the Company
issued 250,000 shares of Common Stock to two former officers and principal
stockholders of IntelliLink in exchange for cancellation of debt owed to them by
IntelliLink and notes receivable of $194,000. The shares vest over a two year
period. The notes receivable bear interest at 8% per annum.

The shares of Common Stock issued in connection with the IntelliLink
acquisition were valued based on an independent appraisal obtained by the
Company. The total purchase price of approximately $3,483,000 (including
$1,207,000 for liabilities assumed) was assigned, based on an independent
appraisal, to the fair value of the assets acquired, including $327,000 to
tangible assets acquired, $2,680,000 to in-process research and development,
$120,000 to identified intangible assets and the remaining $356,000 to goodwill.
The in-process research and development was expensed at the acquisition date.

The 7% convertible subordinated debenture is due January 23, 1998. The
outstanding principal and accrued interest thereon will automatically convert
into Common Stock based on a conversion price of approximately $2.77 per share,
subject to antidilution adjustment, on the earlier of: (i) the acquisition of
the Company by another entity or (ii) the effective date of an initial public
offering of the Company's Common Stock in which proceeds to the Company are not
less than $6.00 per share. At July 31, 1996, the debenture and related interest
was convertible into approximately 337,000 shares of Common Stock.

The warrants to purchase Common Stock are exercisable until the earlier of:
(i) January 23, 1998, (ii) the acquisition of the Company by another entity or
(iii) the effective date of an initial public offering of the Company's Common
Stock in which proceeds to the Company are not less than $6.00 per share.

In conjunction with the acquisition, the Company entered into a loan
agreement with a former officer of IntelliLink under which the Company provided
an initial loan of $150,000 in May 1996. Additionally, the Company is required
to make 24 monthly advances of $11,000. Amounts outstanding under the agreement
bear interest at 8% and are secured by 175,000 shares of the Company's Common
Stock. All principal and accrued but unpaid interest is due and payable on the
earlier of: (i) April 30, 2000, (ii) the acquisition of the Company by another
entity, or (iii) the effective date of an initial public offering of the
Company's Common Stock or the end of any associated lockup period, if
applicable. As of July 31, 1996, the Company has made advances of $184,000 under
the agreement.

Unaudited pro forma information, which reflects the results of operations
for the years ended July 31, 1995 and 1996 as if the acquisition of IntelliLink
had occurred as of August 1, 1994 and after

F-10
<PAGE>
PUMA TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2 -- ACQUISITION OF INTELLILINK CORP.: (CONTINUED)
giving effect to certain adjustments, including amortization of goodwill and
other intangibles, and excluding the effect of a nonrecurring charge of
$2,680,000 of in-process research and development directly attributable to the
acquisition of IntelliLink, is as follows (in thousands, except per share data):

<TABLE>
<CAPTION>
YEAR ENDED
JULY 31,
--------------------
1995 1996
--------- ---------
(UNAUDITED)
<S> <C> <C>
Pro forma revenue.................................................................. $ 2,431 $ 8,831
Pro forma net (loss)............................................................... (3,107) (610)
Pro forma net (loss) per share..................................................... $ (0.06)
</TABLE>

NOTE 3 -- BALANCE SHEET COMPONENTS:
Cash equivalents and short-term investments include available-for-sale
securities as follows (in thousands):

<TABLE>
<CAPTION>
JULY 31,
--------------------
1995 1996
--------- ---------
<S> <C> <C>
Cash equivalents:
Commercial paper................................................................... $ 1,317 $ 568
Money market funds................................................................. 296 208
--------- ---------
$ 1,613 $ 776
--------- ---------
--------- ---------
Short-term investments:
Commercial paper................................................................... $ 500 $ --
--------- ---------
--------- ---------
</TABLE>

Realized gains or losses on sales of available-for-sale securities were
immaterial for the years ended July 31, 1995 and 1996. There were no unrealized
holding gains or losses on such securities at July 31, 1995 and 1996. The
short-term investments have maturities of less than one year.

Property and equipment consist of the following (in thousands):

<TABLE>
<CAPTION>
JULY 31,
--------------------
1995 1996
--------- ---------
<S> <C> <C>
Computer equipment and software......................................................... $ 267 $ 522
Furniture and office equipment.......................................................... 73 245
--------- ---------
340 767
Less: accumulated depreciation and amortization......................................... (89) (318)
--------- ---------
$ 251 $ 449
--------- ---------
--------- ---------
</TABLE>

At July 31, 1995 and 1996, the Company had $56,000 and $94,000 of equipment
under capital leases, respectively, and related accumulated amortization of
$20,000 and $48,000, respectively.

Accrued liabilities consist of the following (in thousands):

<TABLE>
<CAPTION>
JULY 31,
--------------------
1995 1996
--------- ---------
<S> <C> <C>
Accrued compensation.................................................................... $ 65 $ 278
Other accrued liabilities............................................................... 106 367
--------- ---------
$ 171 $ 645
--------- ---------
--------- ---------
</TABLE>

F-11
<PAGE>
PUMA TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4 -- CONVERTIBLE PREFERRED STOCK:

SERIES A AND B CONVERTIBLE PREFERRED STOCK
CONVERSION

At the option of the stockholder, each share of Series A preferred stock is
convertible into two shares of Common Stock and each share of Series B preferred
stock is convertible into one share of Common Stock, subject to adjustment for
antidilution. The Series A and B preferred stock will automatically convert into
Common Stock in the event of the closing of an underwritten public offering of
the Company's Common Stock at a minimum price of $6.00 per share and an
aggregate offering price of not less than $10,000,000 or upon the affirmative
vote of 51% of each of the Series A and B stockholders.

VOTING

Except as required by law, the Series A and B stockholders have voting
rights equal to Common Stock on an as-converted basis.

DIVIDENDS

Series A and B stockholders are entitled to receive noncumulative dividends
when and as declared by the Board of Directors at a rate of $0.10 and $0.30 per
share, respectively, per annum. The Company may make no distributions to holders
of Common Stock until Series A and B dividends have been paid. No dividends have
been declared by the Board of Directors from August 27, 1993 (inception) through
July 31, 1996.

LIQUIDATION

In the event of any liquidation or dissolution of the Company, the Series A
and B stockholders are entitled to receive $1.00 and $3.00 per share,
respectively, adjusted for antidilution, and any declared but unpaid dividends
prior and in preference to any distributions to the holders of Common Stock. The
remaining assets, if any, shall be distributed ratably among the holders of the
Common Stock and the Series A and B preferred stock, based on the number of
shares held assuming conversion of the preferred stock.

SERIES C CONVERTIBLE PREFERRED STOCK

In July 1996, the Company agreed to issue approximately 286,000 shares of
Series C convertible preferred stock to a group of investors at $5.60 per share.
These shares were subsequently issued on August 14, 1996. Holders of Series C
preferred stock are entitled to annual noncumulative dividends when and as
declared by the Board of Directors at a rate of $0.56 per share and in the event
of liquidation or dissolution of the Company, $5.60 per share plus any declared
but unpaid dividends, and voting rights equal to stockholders of Common Stock on
an as-converted basis. Each share of the Series C preferred stock is convertible
into one share of Common Stock, subject to adjustment for antidilution, at the
stockholders option. The shares automatically convert into Common Stock upon the
closing of an initial public offering on the same terms as the Series A and B
preferred stock.

NOTE 5 -- COMMON STOCK:
In October 1993, the Company issued 3,045,000 shares of its Common Stock to
founders which vest over three years. During the year ended July 31, 1995,
unvested shares of 543,000 issued to founders were repurchased by the Company at
the original issue price. At July 31, 1996, unvested shares aggregated 113,000.

At July 31, 1996, the Company had reserved approximately 6,054,000 shares of
its Common Stock for future issuance upon conversion of Common Stock equivalent
securities.

F-12
<PAGE>
PUMA TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6 -- COMMON STOCK WARRANTS:
In conjunction with certain equity offerings during the period from August
27, 1993 (inception) to July 31, 1994 and fiscal 1995, the Company issued
114,000 and 156,000 warrants, respectively, for the purchase of Common Stock.
Each warrant is convertible into one share of Common Stock at $3.00 per share.
The warrants are exercisable immediately and expire no more than five years from
the date of grant. As of July 31, 1996, no warrants have been exercised. Of
these warrants outstanding, 135,000 expire the earlier of the closing of an
initial public offering in which gross proceeds to the Company are not less than
$6.00 per share, or the acquisition of the Company by another entity. All other
warrants outstanding expire the earlier of the closing of an initial public
offering in which gross proceeds to the Company are not less than $10,000,000,
the acquisition of the Company by another entity, or after the fair value of the
Company's Common Stock is equal to or greater than $6.00 per share. In addition,
commencing two years after the issuance date, 50% of the warrants will expire
once the fair value of the Company's Common Stock is equal to or greater than
$4.50 per share but less than $6.00 per share. The fair value of the Company's
Common Stock will be determined by the Board of Directors.

In July 1996, the Company agreed to issue a warrant to purchase 140,000
shares of its Common Stock at $5.50 per share to one of its Series C
stockholders in exchange for rights to certain technology. These warrants were
subsequently issued in August 1996. The aggregate value of the warrant has been
estimated by the Company at $175,000 and will be accounted for as purchased
technology. The warrant is exercisable immediately and expires at the earlier of
August 1999 or the acquisition of the Company by another entity. The purchased
technology will be amortized over its estimated life.

NOTE 7 -- STOCK OPTIONS:
In October 1993, the Board of Directors and stockholders adopted the 1993
Stock Option Plan (the Plan) which provides for granting of incentive stock
options (ISOs) and nonqualified stock options (NSOs) to purchase shares of
Common Stock to employees, consultants and advisors of the Company. To date, the
Company has not granted any significant options to consultants or advisors. ln
accordance with the Plan, the stated exercise price shall be not less than 100%
and 85% of the estimated fair market value of Common Stock on the date of grant
for ISOs and NSOs, respectively, as determined by the Board of Directors. The
Plan provides that the options shall be exercisable over a period not to exceed
ten years. Options generally vest 25% one year after date of grant and 1/48th
each month thereafter for the next 36 months. The Plan provides that the options
may be exercised prior to the options becoming vested. If the optionee's
employment is terminated for any reason, the Company has the right to repurchase
any unvested shares. At July 31, 1996, the options authorized under the Plan
aggregated 2,500,000 (see Note 10).

F-13
<PAGE>
PUMA TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7 -- STOCK OPTIONS: (CONTINUED)
Activity under the Plan is summarized as follows (in thousands, except per
share amounts):

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING
----------------------------
SHARES PRICE PER SHARE
----------- ---------------
<S> <C> <C>
Options granted........................................................................ 216 $0.025-$0.20
Options canceled....................................................................... (8) $0.20
-----
Balance at July 31, 1994............................................................... 208 $0.025-$0.20
Options granted........................................................................ 597 $0.20
Options canceled....................................................................... (30) $0.20
Options exercised...................................................................... (220) $0.025-$0.20
-----
Balance at July 31, 1995............................................................... 555 $0.025-$0.20
Options granted........................................................................ 1,113 $0.20-$6.05
Options canceled....................................................................... (80) $0.20-$2.50
Options exercised...................................................................... (580) $0.025-$1.25
-----
Balance at July 31, 1996............................................................... 1,008 $0.20-$6.05
-----
-----
</TABLE>

At July 31, 1996, a total of 103,000 options were vested, and 540,000 shares
were subject to repurchase and options to purchase approximately 716,000 shares
were available for future grants (See Note 10.)

In addition to the options outstanding under the Plan, the Company issued
options to purchase 99,000 shares of its Common Stock in exchange for
outstanding options of IntelliLink. These options are exercisable at prices from
$0.41 to $4.01 per share. At July 31, 1996, options to purchase 21,000 shares
were vested.

Based on an independent appraiser's valuation report, management believes
that the exercise price for certain options granted during fiscal 1996 was below
the estimated fair value of the Company's Common Stock at the dates of grant.
Accordingly, the Company will recognize approximately $115,000 of compensation
expense over the options' four-year vesting periods.

NOTE 8 -- INCOME TAXES:
The income tax provision for the period from August 27, 1993 to July 31,
1994 and the years ended July 31, 1995 and 1996 is summarized as follows (in
thousands):

<TABLE>
<CAPTION>
PERIOD FROM
AUGUST 27,
1993 YEAR ENDED JULY 31,
(INCEPTION)
TO JULY 31, --------------------
1994 1995 1996
------------- --------- ---------
<S> <C> <C> <C>
Current:
Federal................................................................ $ -- $ -- $ --
State.................................................................. -- -- --
Foreign withholding tax................................................ -- 80 509
------------- --------- ---------
$ -- $ 80 $ 509
------------- --------- ---------
------------- --------- ---------
</TABLE>

F-14
<PAGE>
PUMA TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 8 -- INCOME TAXES: (CONTINUED)
Deferred tax assets are summarized as follows (in thousands):

<TABLE>
<CAPTION>
JULY 31,
--------------------
1995 1996
--------- ---------
<S> <C> <C>
Net operating loss carryforwards................................................ $ 860 $ 550
Research and development credit carryforwards................................... 220 300
Foreign tax credit carryforwards................................................ 80 589
Reserves and allowances......................................................... 50 161
Research and development........................................................ 123 600
--------- ---------
Total deferred tax assets................................................... 1,333 2,200
Deferred tax asset valuation allowance.......................................... (1,333) (2,200)
--------- ---------
$ -- $ --
--------- ---------
--------- ---------
</TABLE>

The Company has incurred losses since inception. Management believes that,
based on the history of such losses and other factors, the weight of available
evidence indicates that it is more likely than not that the Company will not be
able to realize its deferred tax assets and thus a full valuation reserve has
been recorded at July 31, 1995 and 1996.

A reconciliation of the income tax provision to the amount computed by
applying the statutory federal income tax rate to loss before income tax
provision is summarized as follows (in thousands):

<TABLE>
<CAPTION>
PERIOD FROM
AUGUST 27,
1993 YEAR ENDED JULY 31,
(INCEPTION)
TO --------------------
JULY 31, 1994 1995 1996
------------- --------- ---------
<S> <C> <C> <C>
Amounts computed at statutory federal rate........................... $ (324) $ (702) $ (644)
Foreign withholding taxes............................................ -- 80 509
In-process research and development not deductible................... -- -- 911
Utilization of tax loss carryforwards................................ -- -- (322)
Future benefits not currently recognized............................. 324 702 55
------ --------- ---------
$ -- $ 80 $ 509
------ --------- ---------
------ --------- ---------
</TABLE>

At July 31, 1996, the Company had federal net operating loss carryforwards
of $1,600,000 which expire beginning in 2008. The Company also has $150,000 of
federal and state research and development credit carryforwards and $589,000 of
foreign tax credit carryforwards. At July 31, 1996, IntelliLink had
preacquisition federal net operating loss carryforwards of approximately
$400,000. Utilization of approximately $1,400,000 of the Company's net operating
losses and credits is subject to an annual limitation of $360,000 due to
ownership change limitations provided by the Internal Revenue Code of 1986 and
similar state provisions and may be further limited should another ownership
change occur. The annual limitation may result in the expiration of the net
operating losses and credits before utilization. At July 31, 1996, IntelliLink's
pre acquisition net operating loss carryforwards were subject to an annual
limitation of approximately $180,000 per year due to change in ownership of
IntelliLink resulting from its acquisition by the Company.

NOTE 9 -- COMMITMENTS:
The Company leases certain computer equipment and office equipment under
long-term lease agreements that are classified as capital leases. The leases
expire over the next four years and include options to purchase the equipment at
the end of the lease terms.

F-15
<PAGE>
PUMA TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 9 -- COMMITMENTS: (CONTINUED)
The Company leases its facilities under operating leases that expire at
various dates through December 1998. The leases provide for escalating lease
payments. The Company subleases one of its facilities under a noncancelable
operating lease that expires in 1997. Future minimum lease receipts under this
sublease total approximately $171,000.

Future minimum lease payments, net of sublease income, at July 31, 1996 were
as follows (in thousands):

<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
----------- -----------
<S> <C> <C>
Fiscal year ending July 31,
1997..................................................................................... $ 28 $ 269
1998..................................................................................... 11 39
1999..................................................................................... 11 --
2000..................................................................................... 2 --
--- -----
Total minimum lease payments............................................................. 52 $ 308
-----
-----
Less amount representing interest........................................................ (3)
---
Present value of future minimum lease payments........................................... 49
Less current portion of capital lease obligations........................................ (21)
---
Long-term capital lease obligations...................................................... $ 28
---
---
</TABLE>

Total rent expense was approximately $35,000, $122,000 and $293,000 for the
period from inception to July 31, 1994 and for the years ended July 31, 1995 and
1996, respectively. The 1996 rental expense was offset by approximately $72,000
of sublease income.

NOTE 10 -- SUBSEQUENT EVENTS:

REINCORPORATION AND STOCK PLANS

On September 3, 1996, the Company's Board of Directors authorized management
of the Company to file a Registration Statement with the Securities and Exchange
Commission covering the proposed sale of shares of its Common Stock to the
public. In addition, the Company's Board of Directors authorized the
reincorporation of the Company in Delaware, increased the authorized shares of
Common Stock to 40,000,000, increased the number of options authorized and
available under the Company's 1993 Stock Option Plan by 1,000,000 and approved
the adoption of the 1996 Employee Stock Purchase Plan pursuant to which 250,000
shares of the Company's Common Stock have been reserved for future issuance. All
of the above items will be effected prior to the effective date of the Company's
initial public offering. All per share amounts have been adjusted on the
accompanying financial statements to reflect the reincorporation in Delaware.

F-16
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
IntelliLink Corp.

In our opinion, the accompanying statements of operations, of stockholders'
deficit and of cash flows of IntelliLink Corp. present fairly, in all material
respects, the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
August 7, 1996

F-17
<PAGE>
INTELLILINK CORP.

STATEMENT OF OPERATIONS

(IN THOUSANDS)

The accompanying notes are an integral part of these financial statements.

F-18
<PAGE>
INTELLILINK CORP.

STATEMENT OF STOCKHOLDERS' DEFICIT

(IN THOUSANDS)
<TABLE>
<CAPTION>
SERIES A CONVERTIBLE
PREFERRED STOCK COMMON STOCK ADDITIONAL
------------------------ ------------------------ PAID-IN ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT
----------- ----------- ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1992.................. -- $ -- 200 $ 2 $ -- $ (249)
Issuance of Common Stock...................... -- -- 21 -- -- --
Net loss...................................... -- -- -- -- -- (164)
----- ----- ----------- ----- ----- -------------
Balance at December 31, 1993.................. -- -- 221 2 -- (413)
Issuance of Common Stock upon exercise of
stock options................................ -- -- 1 -- 1 --
Net loss...................................... -- -- -- -- -- (827)
----- ----- ----------- ----- ----- -------------
Balance at December 31, 1994.................. -- -- 222 2 1 (1,240)
Conversion of Common Stock to Series A
convertible preferred stock.................. 2,215 3 (222) (2) (1) --
Issuance of warrants to purchase Series A
convertible preferred stock.................. -- -- -- -- 128 --
Issuance of warrants to stockholder to
purchase Series B convertible preferred
stock........................................ -- -- -- -- 127 --
Dividend on Preferred Stock................... -- -- -- -- -- (110)
Net loss...................................... -- -- -- -- -- (943)
----- ----- ----------- ----- ----- -------------
Balance at December 31, 1995.................. 2,215 3 -- -- 255 (2,293)
Net loss (unaudited).......................... -- -- -- -- -- (225)
----- ----- ----------- ----- ----- -------------
Balance at March 31, 1996 (unaudited)......... 2,215 $ 3 -- $ -- $ 255 $ (2,518)
----- ----- ----------- ----- ----- -------------
----- ----- ----------- ----- ----- -------------

TOTAL
---------
<S> <C>
Balance at December 31, 1992.................. $ (247)
Issuance of Common Stock...................... --
Net loss...................................... (164)
---------
Balance at December 31, 1993.................. (411)
Issuance of Common Stock upon exercise of
stock options................................ 1
Net loss...................................... (827)
---------
Balance at December 31, 1994.................. (1,237)
Conversion of Common Stock to Series A
convertible preferred stock.................. --
Issuance of warrants to purchase Series A
convertible preferred stock.................. 128
Issuance of warrants to stockholder to
purchase Series B convertible preferred
stock........................................ 127
Dividend on Preferred Stock................... (110)
Net loss...................................... (943)
---------
Balance at December 31, 1995.................. (2,035)
Net loss (unaudited).......................... (225)
---------
Balance at March 31, 1996 (unaudited)......... $ (2,260)
---------
---------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-19
<PAGE>
INTELLILINK CORP.

STATEMENT OF CASH FLOWS

(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------- --------------------
1993 1994 1995 1995 1996
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
(UNAUDITED)
Cash flows from operating activities:
Net loss............................................................ $ (164) $ (827) $ (943) $ (267) $ (225)
Adjustments to reconcile net loss to net cash provided by (used
in) operating activities:
Depreciation and amortization................................... 6 17 67 13 15
Issuance of warrants and notes payable for consulting
services....................................................... -- 35 127 127 --
Changes in assets and liabilities:
Accounts receivable........................................... (45) 45 (41) (38) 27
Inventories................................................... -- (54) 14 (8) 19
Interest receivable........................................... (8) (14) 14 14 --
Accounts payable.............................................. 34 211 67 79 91
Accrued officer compensation.................................. 130 241 4 (158) (105)
Accrued liabilities........................................... 53 143 66 (105) 15
Deferred revenue.............................................. (13) 211 (96) (75) 207
--------- --------- --------- --------- ---------
Net cash provided by (used in) operating activities......... (7) 8 (721) (418) 44
--------- --------- --------- --------- ---------
Cash flows from investing activities:
Purchases of property and equipment............................... (11) (15) (27) (10) (2)
Restricted short-term investment.................................. -- -- (100) (100) --
Loans to officer.................................................. (64) (88) -- (3) --
Repayment of notes receivable from officer........................ -- -- 21 -- --
--------- --------- --------- --------- ---------
Net cash used in investing activities....................... (75) (103) (106) (113) (2)
--------- --------- --------- --------- ---------
Cash flows from financing activities:
Proceeds from line of credit and long-term debt................... 124 75 928 588 --
Principal payments of long-term debt.............................. (75) -- (7) -- (3)
Proceeds from issuance of notes payable to stockholders........... 48 20 65 56 --
Repayments of notes payable and capital lease obligations......... (6) (8) (26) (2) (1)
Dividends paid.................................................... -- -- (110) (60) --
Proceeds from issuance of Common Stock............................ -- 1 -- -- --
--------- --------- --------- --------- ---------
Net cash provided by financing activities................... 91 88 850 582 (4)
--------- --------- --------- --------- ---------
Net increase (decrease) in cash..................................... 9 (7) 23 51 38
Cash at the beginning of the year................................... -- 9 2 2 25
--------- --------- --------- --------- ---------
Cash at the end of the year......................................... $ 9 $ 2 $ 25 $ 53 $ 63
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid..................................................... $ 8 $ 38 $ 119 $ 26 $ 24
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
Fixed assets acquired under capital leases........................ 13 -- 28 -- --
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-20
<PAGE>
INTELLILINK CORP.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- THE COMPANY AND A SUMMARY OF ITS SIGNIFICANT ACCOUNTING POLICIES

THE COMPANY

IntelliLink Corp. ("IntelliLink") was incorporated in New Hampshire on July
23, 1992. IntelliLink develops, markets and supports advanced data
synchronization software. Its principal market is the domestic consumer market.

ACQUISITION OF THE COMPANY

On April 30, 1996, IntelliLink was acquired by Puma Technology, Inc.
("Puma") (Note 10). Pursuant to Securities and Exchange Commission financial
statement requirements, an audited balance sheet of IntelliLink has not been
presented.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

IntelliLink's license revenue is derived from product licensing fees and
royalties relating to sales of IntelliLink's packaged software products.
IntelliLink's service revenue is derived from customer funding under software
development agreements and from annual maintenance contracts.

Revenue from product licensing fees is recognized upon shipment from
IntelliLink, net of allowances for estimated returns, provided that no
significant vendor obligations remain and collection of the related receivable
is probable. IntelliLink provides a limited amount of free telephone support to
end-users, the costs of which are insignificant. Revenue from annual maintenance
contracts is recognized ratably over the term of the contract.

Revenue from customer-funded software development agreements is recognized
on a percentage of completion basis, measured by the percentage of labor cost
incurred to date to estimated total labor cost for each contract, provided that
no significant acceptance criteria exist. Nonrefundable advances pursuant to
software development agreements can generally be applied to reduce future
royalties due to IntelliLink by the customer upon sale of products incorporating
such developed software. Royalties in excess of payments made to IntelliLink
during development of the software are recognized as revenue when earned based
upon product shipments to end-users.

SOFTWARE DEVELOPMENT COSTS

Software development costs incurred prior to the establishment of
technological feasibility are expensed as incurred. IntelliLink defines
technological feasibility as the completion of a working model. Software
development costs incurred subsequent to the establishment of technological
feasibility through the period of general market availability of the product are
capitalized, if material. To date, all software development costs have been
expensed as incurred.

DEPRECIATION AND AMORTIZATION

Depreciation is computed using the straight-line method over the estimated
useful lives of the assets, generally three to seven years. Equipment held under
capital lease obligations is amortized on a straight-line basis over the shorter
of the life of the related asset or the lease term. Repair and maintenance costs
are expensed as incurred. Depreciation and amortization expense relating to
fixed assets, exclusive of amortization of equipment under capital lease
obligations, was $1,000, $10,000 and

F-21
<PAGE>
INTELLILINK CORP.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 -- THE COMPANY AND A SUMMARY OF ITS SIGNIFICANT ACCOUNTING
POLICIES: (CONTINUED)
$16,000 for the years ended December 31, 1993, 1994 and 1995, respectively.
Amortization expense relating to equipment under capital lease obligations
amounted to $5,000, $7,000 and $8,000 for the years ended December 31, 1993,
1994 and 1995, respectively.

In connection with the issuance of the 10% convertible subordinated
debentures (Note 4), IntelliLink capitalized certain debt issuance costs. The
related amortization expense, amounting to approximately $4,000 during the year
ended December 31, 1995, is being charged to interest expense using the
effective interest method over the term of the related debt.

CONCENTRATION OF CREDIT RISK

Financial instruments which potentially expose IntelliLink to concentrations
of credit risk include accounts receivable. At December 31, 1994, IntelliLink
had accounts receivable of $48,000 due from one customer. At December 31, 1995,
IntelliLink had accounts receivable of $25,000, $23,000 and $31,000,
respectively, due from three customers. IntelliLink does not require collateral
and performs ongoing credit evaluations of its customers and to date has not
experienced any material losses.

INTERIM RESULTS (UNAUDITED)

The accompanying statements of operations and of cash flows for the three
months ended March 31, 1995 and 1996 and the statement of stockholders' deficit
for the three months ended March 31, 1996 are unaudited. In the opinion of
management, these statements have been prepared on the same basis as the audited
financial statements and include all adjustments, consisting only of normal
recurring adjustments, necessary for the fair statement of results of the
interim periods.

RECENT DEVELOPMENTS

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123 (FAS 123), "Accounting for Stock-Based
Compensation" which established a fair value based method of accounting for
stock-based compensation plans and requires additional disclosures for those
companies who elect not to adopt the new method of accounting. IntelliLink will
be required to adopt FAS 123 in fiscal 1996. IntelliLink's intention is to
continue to account for employee stock awards in accordance with APB Opinion No.
25 and to adopt the "disclosure only" alternative described in FAS 123.

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 (FAS 121), "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of," which
requires IntelliLink to review for impairment of long-lived assets, certain
identifiable intangibles, and goodwill related to those assets whenever events
or changes in circumstances indicate that the carrying amount of an asset might
not be recoverable. In certain situations, an impairment loss would be
recognized. FAS 121 will become effective for IntelliLink's year ending December
31, 1996. IntelliLink has studied the implications of FAS 121 and, based on its
initial evaluation, does not expect its adoption to have a material impact on
its financial condition or results of operations.

NOTE 2 -- RELATED PARTY TRANSACTIONS:
IntelliLink has an unsecured note receivable totaling $197,000 at December
31, 1995 from an officer and stockholder of IntelliLink which is due on demand.
Interest is due annually at 8% per annum. Related interest income for the years
ended December 31, 1993, 1994 and 1995 was $8,000, $14,000 and $16,000,
respectively.

F-22
<PAGE>
INTELLILINK CORP.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 2 -- RELATED PARTY TRANSACTIONS: (CONTINUED)
IntelliLink has notes payable totaling $116,000 at December 31, 1995 due to
certain other stockholders and officers of IntelliLink. The notes are unsecured
and are payable on demand. Interest on the notes is payable annually at 8% per
annum. Related interest expense for the years ended December 31, 1993, 1994 and
1995 was $2,000, $5,000 and $7,000, respectively.

NOTE 3 -- LINE OF CREDIT:
In June 1995, IntelliLink entered into an agreement with a bank to establish
a revolving line of credit facility. The facility allows for total borrowings up
to $90,000 and is secured by a certificate of deposit in the amount of $100,000
held at the bank. Borrowings on the line of credit bear interest at prime (8.5%
at December 31, 1995) plus 2%.

NOTE 4 -- LONG-TERM DEBT:
In August 1993, IntelliLink entered into a $100,000 working capital
installment note payable with a significant customer. The note bears interest at
10% per annum and is secured by substantially all assets of IntelliLink. The
note is convertible at the option of the holder into a warrant to purchase
280,000 shares of Common Stock of IntelliLink at an exercise price of $0.01 per
share. The note matured in August 1995 and at December 31, 1995, IntelliLink was
in default of the note. In April 1996, the note was converted into Common Stock
in connection with the acquisition of IntelliLink (Note 10).

In July and August 1994, IntelliLink issued convertible subordinated
debentures totaling $50,000. The notes mature in twenty four months and bear
interest at 8% per annum. The debentures may be converted into Common Stock at
any time at the option of the holder at a conversion rate defined in the notes.
In April 1996, the debentures were converted into Common Stock in connection
with the acquisition of IntelliLink (Note 10).

In January and July 1995, IntelliLink issued convertible subordinated
debentures totaling $600,000 and $250,000, respectively. The debentures mature
in January and July 1998, respectively, and bear interest at 10% per annum. The
debentures are convertible, at the option of the holder, into Series A preferred
stock at the rate of $0.69 per share. In April 1996, in connection with the
acquisition of IntelliLink, the debentures were exchanged for a debenture issued
by Puma in the same principal amount and convertible into Puma Common Stock.

In May 1995, IntelliLink borrowed $50,000 from a bank under an installment
note payable maturing in April 2000. The note bears interest at prime (8.5% at
December 31, 1995) plus 3% and is secured by substantially all assets of
IntelliLink.

Maturities of long-term debt for the next five years are as follows (in
thousands):

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31, AMOUNT
- ---------------------------------------------------------------- -----------
<S> <C>
1996 $ 162
1997 12
1998 862
1999 12
2000 5
</TABLE>

NOTE 5 -- STOCKHOLDERS' DEFICIT:
On January 20, 1995, IntelliLink amended and restated its certificate of
incorporation to (i) increase the authorized number of shares of Common Stock,
$0.01 par value, from 1,500,000 shares to 9,000,000 shares and (ii) authorize
the issuance of up to 6,000,000 shares of convertible preferred stock, $0.01 par
value. The authorized shares of convertible preferred stock include 4,000,000
shares designated as

F-23
<PAGE>
INTELLILINK CORP.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 5 -- STOCKHOLDERS' DEFICIT: (CONTINUED)
Series A convertible preferred stock (the "Series A preferred") and 1,500,000
shares designated as Series B convertible preferred stock (the "Series B
preferred"). The remaining authorized shares of convertible preferred stock have
not been designated.

In addition, on January 20, 1995, each share of outstanding Common Stock was
converted into ten shares of Series A preferred stock. In connection with the
conversion, IntelliLink authorized a ten-for-one stock split for all outstanding
Common Stock options and warrants. All Common Stock option and warrant share and
per share amounts included in the financial statements have been adjusted to
give retroactive effect to the stock split.

CONVERSION

Each share of Series A and Series B preferred stock is convertible into
Common Stock at the option of the holder at a conversion price per share defined
in the amended and restated articles of incorporation. In connection with the
acquisition of IntelliLink, each share of IntelliLink's Series A and Series B
preferred stock outstanding immediately prior to April 30, 1996 was exchanged
for shares of Puma Common Stock (Note 10). At December 31, 1995, IntelliLink had
reserved a total of 2,215,000 shares of Common Stock for the conversion of the
outstanding Series A preferred stock.

DIVIDENDS

The holders of the Series B preferred stock were entitled to receive, out of
any funds legally available, dividends at a rate of 10% of the Series B
conversion price, as defined in the amended and restated articles of
incorporation, per annum, payable in preference and priority to the payment of
any dividends on the Series A preferred stock or Common Stock. Dividends are
payable when and if declared by the Board of Directors and are noncumulative.
Dividends of $110,000 were declared and paid to the holders of the Series A
preferred stock during the year ended December 31, 1995.

WARRANTS

In January 1995, in connection with the issuance of the 10% convertible
subordinated debentures (Note 4), IntelliLink issued warrants for the purchase
of 1,449,000 shares of Series B preferred stock. The warrants were issued with
an aggregate exercise price of $1,440,000 and expire on January 23, 1998. Upon
the acquisition of IntelliLink (Note 10), the warrants were exchanged for
warrants to purchase Puma Common Stock. IntelliLink has accounted for the value
ascribed to the warrants, totaling $128,000, as a discount on the related debt.
Such discount is being amortized as interest expense over the term of the debt.
At December 31, 1995, IntelliLink had reserved 1,449,000 shares of Series B
preferred stock and 1,449,000 shares of Common Stock for issuance upon exercise
of the warrants and conversion of the related preferred stock, respectively.

On February 1, 1995, IntelliLink issued warrants to a stockholder of
IntelliLink for the purchase of 550,000 shares of Series A preferred stock in
exchange for consulting services. The warrants are exercisable at a price of
$0.001 per share and expire on February 28, 2002. The value of $127,000 ascribed
to the warrants was recorded as additional paid-in capital and as a charge to
operations for consulting services. In April 1996, these warrants were exercised
and exchanged for Puma stock in connection with the acquisition of IntelliLink
(Note 10). At December 31, 1995, IntelliLink had reserved 550,000 shares of
Series A preferred stock and 550,000 shares of Common Stock for issuance upon
exercise of the warrants and conversion of the related preferred stock,
respectively.

NOTE 6 -- STOCK OPTIONS:
The 1992 Incentive Stock Option Plan (the "Plan") provides for the grant of
incentive stock options for the purchase of up to an aggregate of 400,000 shares
of IntelliLink's Common Stock by employees, directors, and consultants.
Incentive stock options may be granted at not less than the fair market value of
IntelliLink's Common Stock at the date of the option grant and for a term not to
exceed ten years. For

F-24
<PAGE>
INTELLILINK CORP.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 6 -- STOCK OPTIONS: (CONTINUED)
holders of more than 10% of IntelliLink's total combined voting power of all
classes of stock, incentive stock options may be granted at not less than 110%
of the fair market value of IntelliLink's Common Stock at the date of the option
grant and for a term not to exceed five years. On April 30, 1996, these stock
options were converted to options to purchase Puma Common Stock in connection
with the acquisition of IntelliLink (Note 10).

A summary of the Plan activity is as follows:

<TABLE>
<CAPTION>
NUMBER OF OPTION PRICE
SHARES PER SHARE
----------- --------------
<S> <C> <C>
Outstanding at December 31, 1992..................................................... 59,000 $0.10
Granted.............................................................................. 22,000 $0.88
-----------
Outstanding at December 31, 1993..................................................... 81,000 $ 0.10-$0.88
Granted.............................................................................. 35,000 $0.88
Exercised............................................................................ (1,000 ) $1.00
Canceled............................................................................. (2,000 ) $ 0.10-$0.88
-----------
Outstanding at December 31, 1994..................................................... 113,000 $ 0.10-$0.88
Granted.............................................................................. 75,000 $1.00
-----------
Outstanding at December 31, 1995..................................................... 188,000 $ 0.10-$1.00
-----------
-----------
Exercisable at December 31, 1995..................................................... 84,000
-----------
-----------
</TABLE>

At December 31, 1995, IntelliLink had 211,000 shares of its Common Stock
available for future grant under the Plan and had reserved 399,500 shares of
Common Stock for issuance under the Plan.

NOTE 7 -- INCOME TAXES:
Prior to January 20, 1995, IntelliLink had elected to be taxed as an S
corporation for federal income tax reporting purposes as provided in Section
1362 (a) of the Internal Revenue Code. As such, the corporate income or loss and
tax credits were passed through to the stockholders and reported in their
personal tax returns. In connection with the conversion of Common Stock into
Series A preferred stock in January 1995 (Note 5), IntelliLink's election to be
treated as an S corporation terminated. As a result, the income or loss of
IntelliLink subsequent to January 20, 1995 will be subject to corporate income
tax. At the time of conversion IntelliLink recorded a net deferred tax asset of
$186,000, comprised primarily of certain accrued expenses that have not been
recognized for tax reporting purposes, and a corresponding valuation allowance.
No federal or state taxes were provided during the period from January 20, 1995
to December 31, 1995 as a result of losses incurred.

Deferred tax assets at December 31, 1995 are summarized as follows (in
thousands):

<TABLE>
<S> <C>
Net operating loss carryforwards.................................... $ 93
Nondeductible reserves and accrued expenses......................... 463
Depreciation........................................................ 1
---------
Total deferred tax assets......................................... 557
Deferred tax asset valuation allowance.............................. (557)
---------
$ --
---------
---------
</TABLE>

IntelliLink has incurred losses since its change to a C Corporation.
Management believes that, based on the history of such losses and other factors,
the weight of the available evidence indicates that it is more likely than not
that IntelliLink will not be able to realize its deferred tax assets and thus, a
full valuation reserve has been recorded at December 31, 1995.

F-25
<PAGE>
INTELLILINK CORP.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE 7 -- INCOME TAXES: (CONTINUED)
As of December 31, 1995, IntelliLink has net operating loss carryforwards of
approximately $225,000 which may be used to offset future federal and state
taxable income and tax liabilities through 2010. Under the Internal Revenue
Code, certain substantial changes in the Company's ownership may limit the
annual amount of net operating loss carryforwards that can be utilized to offset
future taxable income or tax liability. The acquisition of IntelliLink by Puma
in April 1996 created such a change.

NOTE 8 -- INDUSTRY SEGMENT, SIGNIFICANT CUSTOMERS AND EXPORT SALES:
IntelliLink operates in a single industry segment which is the development,
marketing and sale of software products.

During the year ended December 31, 1993, two customers accounted for 14% and
21% of total revenue, respectively. During the year ended December 31, 1994,
three customers accounted for 10%, 13% and 15% of total revenue, respectively.
One customer accounted for 16% of total revenue for the year ended December 31,
1995.

Export sales for the years ended December 31, 1993, 1994 and 1995 were not
significant.

NOTE 9 -- LEASING ARRANGEMENTS AND COMMITMENTS:
IntelliLink leases certain office equipment under a long-term lease
agreement that is classified as a capital lease and expires in five years.
IntelliLink also has various noncancelable operating leases for office space
that expire in various years.

Future minimum lease payments at December 31, 1995 were as follows (in
thousands):

<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
----------- -----------
<S> <C> <C>
Fiscal year ending December 31,
1996.................................................................. $ 8 $ 80
1997.................................................................. 8 93
1998.................................................................. 8 93
1999.................................................................. 8 4
2000.................................................................. 8 --
--- -----
Total minimum lease payments.......................................... 40 $ 270
-----
-----
Less: Amount representing interest.................................... (13)
---
Present value of future minimum lease payments........................ $ 27
---
---
</TABLE>

Total rent expense under the operating leases for the years ended December
31, 1993, 1994 and 1995 was $16,000, $32,000 and $35,000, respectively.

NOTE 10 -- SUBSEQUENT EVENT:
On March 6, 1996, IntelliLink and Puma signed a letter of intent to merge
the two companies. In accordance with the terms of the letter of intent and
definitive agreement, each share of IntelliLink's preferred and Common Stock
issued and outstanding immediately prior to April 30, 1996, the effective date
of the merger, was converted into .2495 shares of Puma Common Stock and
IntelliLink was merged with the effect that it became a wholly-owned subsidiary
of Puma. In connection with the merger, IntelliLink's outstanding working
capital installment note payable totaling $100,000 and the 8% convertible
subordinated debentures (Note 4) were deemed to have been fully converted or
exercised immediately prior to the effective date of the agreement and each
resulting share of IntelliLink stock was converted into .2495 shares of Puma
Common Stock.

F-26
<PAGE>
PUMA TECHNOLOGY, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

The following unaudited pro forma combined statement of operations gives
effect to the acquisition by Puma Technology, Inc. ("Puma" or the "Company") of
IntelliLink Corp. ("IntelliLink") in a transaction accounted for as a purchase.
The unaudited pro forma combined statement of operations is based on the
individual statements of operations of Puma for the year ended July 31, 1996,
appearing elsewhere in this prospectus, and IntelliLink for the period from
August 1, 1995 through April 30, 1996. IntelliLink's operating results for the
three months ended July 31, 1996 are included in Puma's historical consolidated
statement of operations for the year ended July 31, 1996. Adjustments have been
made to such information to give effect to the April 30, 1996 acquisition of
IntelliLink Corp., as if the acquisition had occurred on August 1, 1995.

The following unaudited pro forma combined statement of operations is not
necessarily indicative of the future results of operations of the Company or the
results of operations which would have resulted had the Company and IntelliLink
been combined during the period presented. In addition, the pro forma results
are not intended to be a projection of future results. The unaudited pro forma
combined statement of operations should be read in conjunction with the
consolidated financial statements of Puma and subsidiaries and the financial
statements of IntelliLink, including the notes thereto, appearing elsewhere in
this Prospectus.

F-27
<PAGE>
PUMA TECHNOLOGY, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED JULY 31, 1996
-----------------------------------------------------
PUMA INTELLILINK PRO FORMA PRO FORMA
ACTUAL ACTUAL (1) ADJUSTMENTS (2) COMBINED
--------- ----------- ---------------- -----------
<S> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Revenue..................................................... $ 7,716 $ 1,115 $ -- $ 8,831
Cost of revenue............................................. 673 486 -- 1,159
--------- ----------- ------- -----------
Gross profit................................................ 7,043 629 -- 7,672
--------- ----------- ------- -----------
Operating expenses:
Research and development.................................. 3,107 362 -- 3,469
Selling and marketing..................................... 2,169 488 -- 2,657
General and administrative................................ 1,064 385 134(a) 1,583
In-process research and development....................... 2,680 -- (2,680)(b) --
--------- ----------- ------- -----------
Total operating expenses.................................... 9,020 1,235 (2,546) 7,709
--------- ----------- ------- -----------
Operating loss.............................................. (1,977) (606) 2,546 (37)
Interest income (expense), net.............................. 85 (149) -- (64)
--------- ----------- ------- -----------
Loss before provision for income taxes...................... (1,892) (755) 2,546 (101)
Provision for income taxes.................................. (509) -- -- (509)
--------- ----------- ------- -----------
Net loss.................................................... $ (2,401) $ (755) $ 2,546 $ (610)
--------- ----------- ------- -----------
--------- ----------- ------- -----------
Pro forma net loss per share (1)............................ $ (0.06)
-----------
-----------
Share and share equivalents used in pro forma per share
computation................................................ 9,474
-----------
-----------
</TABLE>

See accompanying notes.

F-28
<PAGE>
PUMA TECHNOLOGY, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

NOTE 1 -- BASIS OF PRESENTATION:
The unaudited pro forma combined statement of operations has been prepared
to reflect the acquisition of IntelliLink by Puma, as if the acquisition had
occurred on August 1, 1995.

Puma completed the acquisition of IntelliLink on April 30, 1996 and
consequently, Puma's results of operations for the year ended July 31, 1996
include IntelliLink's results of operations for the three months ended July 31,
1996. Accordingly, in preparing the pro forma combined statement of operations,
the Company combined its results of operations for the year ended July 31, 1996
with IntelliLink's results of operations for the nine months ended April 30,
1996.

NOTE 2 -- PRO FORMA ADJUSTMENTS:
Based on an independent appraisal, the total purchase price of $3,483,000
(including $1,207,000 for liabilities assumed) was assigned to the fair value of
the net assets acquired, including $327,000 to tangible assets acquired,
$2,680,000 to in-process research and development, $120,000 to identified
intangible assets and the remaining $356,000 to goodwill.

The following adjustments were applied to the historical statement of
operations to arrive at the pro forma combined statement of operations:

(a) Reflects the additional amortization expense of $134,000 related to
intangible assets resulting from the acquisition of IntelliLink over
their estimated useful lives.

(b) Eliminates the nonrecurring write-off of in-process research and
development directly attributable to the acquisition of IntelliLink.

F-29
<PAGE>
THE PUMA TECHNOLOGY PRODUCT FAMILIES

<TABLE>
<S> <C>
[Screen shot of the TranXit Pro Graphical
User Interface]

[Screen shot of the IntelliSync for Pilot
configuration]

Puma's Products are bundled with major OEMs' mobile products and available in major
retail outlets.

[OEM logos] [Side-by-side point of sale display
featuring the US Robotics Pilot and the
IntelliSync for Pilot]
</TABLE>

<PAGE>
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, THE COMMON STOCK IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 3
The Company............................................................... 4
Risk Factors.............................................................. 5
Use of Proceeds........................................................... 13
Dividend Policy........................................................... 13
Capitalization............................................................ 14
Dilution.................................................................. 15
Selected Consolidated and Pro Forma Combined Financial Data............... 16
Management's Discussion and Analysis of Financial Condition and Results of
Operations.............................................................. 18
Business.................................................................. 26
Management................................................................ 37
Certain Transactions...................................................... 43
Principal and Selling Stockholders........................................ 45
Description of Capital Stock.............................................. 47
Shares Eligible for Future Sale........................................... 49
Certain United States Federal Tax Considerations for Non-U.S. Holders of
Common Stock............................................................ 51
Underwriting.............................................................. 53
Legal Matters............................................................. 56
Experts................................................................... 56
Additional Information.................................................... 56
Index to Financial Statements............................................. F-1
</TABLE>

UNTIL , 1996, (25 DAYS FROM THE DATE OF THIS PROSPECTUS) ALL
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

[LOGO]

3,000,000 SHARES

COMMON STOCK

DEUTSCHE MORGAN GRENFELL

ALEX. BROWN & SONS
INCORPORATED

PROSPECTUS

, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth all expenses, other than the underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of the Common Stock being registered. All amounts shown are estimates except for
the registration fee, the NASD filing fee and the Nasdaq National Market fee.

<TABLE>
<CAPTION>
TO BE PAID BY
REGISTRANT
-------------
<S> <C>
Registration fee............................................................... 11,897
NASD filing fee................................................................ 3,950
Nasdaq National Market fee..................................................... 45,429
Blue sky qualification fees and expenses....................................... 8,500
Printing and engraving expenses................................................ 120,000
Legal fees and expenses........................................................ 250,000
Accounting fees and expenses................................................... 200,000
Transfer agent and registrar fees.............................................. 15,000
Miscellaneous.................................................................. 45,224
-------------
Total...................................................................... $ 700,000
-------------
-------------
</TABLE>

- ---------
* To be supplied by amendment.

ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 145 of the Delaware General Corporation Law ("Delaware Law") permits
the indemnification of officers, directors, and other corporate agents under
certain circumstances and subject to certain limitations. The Registrant's
Certificate of Incorporation (Exhibit 3.2) and Bylaws (Exhibit 3.4) provide that
the Registrant shall indemnify its directors, officers, employees, and agents to
the full extent permitted by Delaware Law, including in circumstances in which
indemnification is otherwise discretionary under Delaware law. In addition, the
Registrant has entered into separate indemnification agreements (Exhibit 10.4)
with its directors and officers which would require the Registrant, among other
things, to indemnify them against certain liabilities which may arise by reason
of their status or service (other than liabilities arising from willful
misconduct of a culpable nature). These indemnification provisions may be
sufficiently broad to permit indemnification of the Registrant's officers and
directors for liabilities (including reimbursement of expenses incurred) arising
under the Securities Act of 1933, as amended (the "Securities Act").

At present, there is no pending litigation or proceeding involving a
director, officer, employee or other agent of the Registrant in which
indemnification is being sought nor is the Registrant aware of any threatened
litigation that may result in a claim for indemnification by any director,
officer, employee or other agent of the Registrant.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

(a) Since August 27, 1993, (inception) Registrant has sold and issued the
following unregistered securities:

(1) Between August 28 and October 30, 1993, Registrant issued 3,045,000
shares of Common Stock to its founders for aggregate cash
consideration of $76,125, 542,850 shares of which were repurchased by
the Company at the original issuance price per share, or an aggregate
of $13,571.

II-1
<PAGE>
(2) Between January 31, 1994 and December 2, 1994 Registrant sold an
aggregate of 739,668 shares of its Series A Preferred Stock to
sophisticated investors for aggregate cash consideration of $739,668.

(3) Between July 15, 1994 and December 28, 1994, Registrant sold an
aggregate of 104,187 Units to sophisticated investors. Each Unit was
composed of seven shares of its Series A Preferred Stock and eleven
shares of its Series B Preferred Stock. Registrant also issued
warrants to purchase 270,000 shares of its Common Stock at an
exercise price of $3.00 per share to certain Unit purchasers.
Registrant received aggregate cash consideration of $4,167,480.

(4) On December 2, 1994, in exchange for certain consulting services,
Registrant issued 5,000 shares of its Series B Preferred Stock.

(5) On April 30, 1996, in connection with the acquisition of all of the
outstanding securities of IntelliLink Corp. ("IntelliLink"), the
Registrant issued to former IntelliLink securityholders (i) 768,962
shares of its Common Stock, (ii) a $850,000 debenture, which bears
interest at 7.0% per annum beginning January 1, 1995 as to $600,000
of the principal balance and July 31, 1995 as to the remaining
principal balance, and which is convertible into its Common Stock at
a rate of $2.766531 per share, and (iii) warrants to purchase 250,243
shares of its Common Stock at an exercise price of $5.60 per share.
In addition, the Registrant assumed outstanding options to purchase
98,617 shares of its Common Stock under IntelliLink's 1992 Incentive
Stock Option Plan.

(6) On August 15, 1996, Registrant sold to sophisticated investors an
aggregate of 285,715 shares of its Series C Preferred Stock and
warrants to purchase 140,000 shares of its Common Stock at an
exercise price of $5.50 per share. Registrant received aggregate cash
consideration of $1,600,004.

(7) From March 22, 1994 to July 31, 1996, Registrant issued options to
purchase an aggregate of 1,925,115 shares of Common Stock under its
Stock Option Plan, of this total 800,353 shares have been exercised,
of which 24,375 shares have been repurchased by the Company.

(b) The issuances of securities described in Item 10(a)(1) through (6) were
deemed to be exempt from registration under the Securities Act in
reliance on Section 4(2) of the Securities Act as transactions by an
issuer not involving any public offering. The issuances of Securities
described in Item 10(a)(7) were deemed to be exempt from registration
under the Securities Act in reliance on Rule 701 promulgated thereunder
as transactions pursuant to a compensatory benefit plan or a written
contract relating to compensation.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------------ ----------------------------------------------------------------------------------
<C> <S>
1.1* Form of Underwriting Agreement.
2.1 Agreement and Plan of Merger by and between Puma Technology, Inc., a California
corporation, and Puma Technology, Inc., a Delaware corporation.
3.1** Articles of Incorporation of the Puma Technology, Inc., a California corporation.
3.2 Certificate of Incorporation of Puma Technology, Inc., a Delaware corporation.
3.3** Bylaws of Puma Technology, Inc., a California corporation.
3.4 Bylaws of Puma Technology, Inc., a Delaware corporation.
4.1* Specimen Stock Certificate of the Registrant.
</TABLE>

II-2
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------------ ----------------------------------------------------------------------------------
5.1* Opinion of Gray Cary Ware & Freidenrich, A Professional Corporation.
<C> <S>
10.1 1993 Stock Option Plan and forms of stock option agreements used thereunder.
10.2 Puma Technology, Inc. 1996 Employee Stock Purchase Plan and form of notice of
exercise used thereunder.
10.3** Lease Agreement dated October 18, 1995, between the Registrant and Photonics
Corporation.
10.4** Form of Indemnity Agreement for directors and officers.
10.5+** Software License Agreement dated as of May 30, 1995, between the Registrant and
Toshiba Corporation.
10.6+** Software License Agreement dated as of September 14, 1995, between the Registrant
and NEC Technologies, Inc. and Amendment No. 1 thereto dated October 25, 1995 and
Amendment No. 2 thereto dated January 10, 1996.
10.7+** Software License Agreement dated as of May 23, 1995, between the Registrant and
NEC Corporation and Amendment No. 1 thereto dated February 19, 1996.
10.8+** Software License Agreement dated as of May 20, 1996 between the Registrant and NEC
Corporation.
10.9 IntelliLink Corp. 1992 Incentive Stock Option Plan and forms of stock agreements
used thereunder.
10.10 Agreement and Plan of Merger dated April 30, 1996 among the Registrant,
IntelliLink Corp. and certain securityholders of IntelliLink Corp.
11.1** Statement Regarding Computation of Pro Forma Net Loss Per Share.
21.1** Subsidiaries of the Registrant.
23.1 Consent of Independent Accountants.
23.2 Consent of Independent Accountants.
23.3* Consent of Gray Cary Ware & Freidenrich, A Professional Corporation (included in
Exhibit 5.1)
24.1 Power of Attorney (included on page II-5 hereof).
27.1** Financial Data Schedule (filed in EDGAR format only).
</TABLE>

- ---------

* To be filed by amendment.
** Previously filed.
+ Confidential treatment has been requested for portions of this exhibit.

(B) FINANCIAL STATEMENT SCHEDULES.
Schedule II - Valuation and Qualifying Accounts

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification by the Registrant for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referenced in Item 14 of
this Registration Statement or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as

II-3
<PAGE>
expressed in the Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered hereunder, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective; and

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of Prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and this Offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof.

II-4
<PAGE>
SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Amendment No. 1 to Form S-1 and authorized this
Registration Statement to be signed on its behalf by the undersigned, in the
City of Palo Alto, County of Santa Clara, State of California, on the 16th day
of October, 1996.

PUMA TECHNOLOGY, INC.

By: /s/ BRADLEY A. ROWE

-----------------------------------
Bradley A. Rowe
President and Chief Executive
Officer
(PRINCIPAL EXECUTIVE OFFICER)

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:

<TABLE>
<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ --------------------------------- ----------------------

/s/ BRADLEY A. ROWE President, Chief Executive
------------------------------------------- Officer and Director October 16, 1996
Bradley A. Rowe (PRINCIPAL EXECUTIVE OFFICER)

/s/ STEPHEN A. NICOL*
------------------------------------------- Senior Vice President, Sales and October 16, 1996
Stephen A. Nicol Director

Senior Vice President, Finance
/s/ M. BRUCE NAKAO* and Administration and Chief
------------------------------------------- Financial Officer (PRINCIPAL October 16, 1996
M. Bruce Nakao FINANCIAL AND ACCOUNTING
OFFICER)

/s/ MICHAEL M. CLAIR*
------------------------------------------- Chairman of the Board October 16, 1996
Michael M. Clair

/s/ ROBERT D. RUTNER*
------------------------------------------- Director October 16, 1996
Robert D. Rutner

*By:

/s/ BRADLEY A. ROWE
-------------------------------------------
Bradley A. Rowe,
ATTORNEY-IN-FACT
</TABLE>

II-5
<PAGE>
PUMA TECHNOLOGY, INC.

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

(IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD/ BALANCE AT CHARGED TO
YEAR ENDED BEGINNING OF COSTS AND END OF
JULY 31, PERIOD/YEAR EXPENSES DEDUCTIONS PERIOD/YEAR
------------- -------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Allowance for Doubtful Accounts and Sales
Returns................................... 1994 $ -- $ -- $ -- $ --
Allowance for Doubtful Accounts and Sales
Returns................................... 1995 $ -- $ -- $ -- $ --
Allowance for Doubtful Accounts and Sales
Returns................................... 1996 $ -- $ 184 $ -- $ 184
</TABLE>

S-1
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
SUBJECT TO COMPLETION, DATED SEPTEMBER 5, 1996

[LOGO]

3,000,000 Shares
Common Stock

Of the 3,000,000 shares of Common Stock, $0.001 par value, being offered
hereby by Puma Technology, Inc. ("Puma" or the "Company"), 750,000 shares are
being offered initially outside the United States (the "International
Offering") by the International Underwriters and 2,250,000 shares are being
offered initially in the United States (the "U.S. Offering" and together with
the International Offering, the "Offering") by the U.S. Underwriters (together
with the International Underwriters, the "Underwriters"). See "Underwriting."
Of the shares offered hereby, 2,500,000 shares are being sold by Puma and
500,000 shares are being sold by certain stockholders of the Company (the
"Selling Stockholders"). The Company will not receive any of the proceeds from
the sale of shares by the Selling Stockholders. See "Principal and Selling
Stockholders."

For the information concerning certain factors which should be considered by
prospective investors, see "Risk Factors" commencing on page 6.

<TABLE>
<S> <C> <C> <C> <C>
PROCEEDS
PRICE UNDERWRITING PROCEEDS TO TO SELLING
TO PUBLIC DISCOUNT(1) COMPANY(2) STOCKHOLDERS
Per Share $ $ $ $
Total(3) $ $ $ $
</TABLE>

(1) The Company and the Selling Stockholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
(2) Before deducting expenses payable by the Company, estimated at $700,000.
(3) Certain Selling Stockholders have granted to the Underwriters a 30-day
option to purchase up to an additional 450,000 shares of Common Stock to
cover over-allotments. If all such shares are purchased, the total Price
to Public, Underwriting Discount and Proceeds to the Selling Stockholders
will be $ , $ and $ , respectively. See
"Underwriting."

<TABLE>
<S> <C>
DEUTSCHE MORGAN GRENFELL ALEX. BROWN & SONS
INTERNATIONAL
</TABLE>

The date of this Prospectus is , 1996
<PAGE>
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF ANY OFFER TO BUY, THE COMMON STOCK IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 3
Risk Factors.............................................................. 6
Use of Proceeds........................................................... 14
Dividend Policy........................................................... 14
Capitalization............................................................ 15
Dilution.................................................................. 16
Selected Consolidated and Pro Forma Combined Financial Data............... 17
Management's Discussion and Analysis of Financial Condition and Results of
Operations.............................................................. 19
Business.................................................................. 27
Management................................................................ 38
Certain Transactions...................................................... 44
Principal and Selling Stockholders........................................ 46
Description of Capital Stock.............................................. 48
Shares Eligible for Future Sale........................................... 50
Certain United States Federal Tax Considerations for Non-U.S. Holders of
Common Stock............................................................ 52
Underwriting.............................................................. 54
Legal Matters............................................................. 57
Experts................................................................... 57
Additional Information.................................................... 57
Index to Financial Statements............................................. F-1
</TABLE>

UNTIL , 1996, (25 DAYS FROM THE DATE OF THIS PROSPECTUS) ALL
DEALERS AFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

[LOGO]

3,000,000 SHARES

COMMON STOCK

DEUTSCHE MORGAN GRENFELL

ALEX. BROWN & SONS
INTERNATIONAL

PROSPECTUS

, 1996
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------------ -----------------------------------------------------------------------------------
<C> <S>
1.1* Form of Underwriting Agreement.
2.1 Agreement and Plan of Merger by and between Puma Technology, Inc., a California
corporation, and Puma Technology, Inc., a Delaware corporation.
3.1** Articles of Incorporation of the Puma Technology, Inc., a California corporation.
3.2 Certificate of Incorporation of Puma Technology, Inc., a Delaware corporation.
3.3** Bylaws of Puma Technology, Inc., a California corporation.
3.4 Bylaws of Puma Technology, Inc., a Delaware corporation.
4.1* Specimen Stock Certificate of the Registrant.
5.1* Opinion of Gray Cary Ware & Freidenrich, A Professional Corporation.
10.1 1993 Stock Option Plan and forms of stock option agreements used thereunder.
10.2 Puma Technology, Inc. 1996 Employee Stock Purchase Plan and form of notice of
exercise used thereunder.
10.3** Lease Agreement dated October 18, 1995, between the Registrant and Photonics
Corporation.
10.4** Form of Indemnity Agreement for directors and officers.
10.5+** Software License Agreement dated as of May 30, 1995, between the Registrant and
Toshiba Corporation.
10.6+** Software License Agreement dated as of September 14, 1995, between the Registrant
and NEC Technologies, Inc. and Amendment No. 1 thereto dated October 25, 1995 and
Amendment No. 2 thereto dated January 10, 1996.
10.7+** Software License Agreement dated as of May 23, 1995, between the Registrant and NEC
Corporation and Amendment No. 1 thereto dated February 19, 1996.
10.8+** Software License Agreement dated as of May 20, 1996 between the Registrant and NEC
Corporation.
10.9 IntelliLink Corp. 1992 Incentive Stock Option Plan and forms of stock agreements
used thereunder.
10.10 Agreement and Plan of Merger dated April 30, 1996 among the Registrant, IntelliLink
Corp. and certain securityholders of IntelliLink Corp.
11.1** Statement Regarding Computation of Pro Forma Net Loss Per Share.
21.1** Subsidiaries of the Registrant.
23.1 Consent of Independent Accountants.
23.2 Consent of Independent Accountants.
23.3* Consent of Gray Cary Ware & Freidenrich, A Professional Corporation (included in
Exhibit 5.1)
24.1 Power of Attorney (included on page II-5 hereof).
27.1** Financial Data Schedule (filed in EDGAR format only).
</TABLE>

- ---------

* To be filed by amendment.
** Previously filed.
+ Confidential treatment has been requested for portions of this exhibit.

<PAGE>
(B) FINANCIAL STATEMENT SCHEDULES.
Schedule II - Valuation and Qualifying Accounts

<PAGE>

EXHIBIT 10.9

INTELLILINK, INC.

1992 INCENTIVE STOCK OPTION PLAN

<PAGE>

PLAN SUMMARY

The Plan is designed to advance the Company's interests by encouraging
employees to acquire a proprietary interest in the Company. It provides that
an aggregate of 50,000 shares of the Company's Common Stock may be optioned
to employees. Options granted under the Plan are designed to be Incentive
Stock Options, which qualify for favorable federal income tax treatment. All
employees are eligible to receive Incentive Stock Options, but the Board of
Directors is entitled to select the employees to whom such options actually
will be granted.

Following the statutory requirements for Incentive Stock Options under
Internal Revenue Code Section 422A, the Plan provides the purchase price of
the optioned stock must be fixed at no less that the fair market value of the
Company's Common Stock as of the time the Option is granted. To the extent
that the aggregate fair market value of stock exercisable by an employee for
the first time in any one calendar year exceeds $100,000.00, options for such
shares shall not be considered Incentive Stock Options. Options granted under
the Plan are nontransferable and may not be exercised more than ten years
after the date they are granted.

The Company will receive no cash consideration for granting Options
under the Plan. However, when an Option is exercised, the holder is required
to pay the Option Price for the number of shares of stock to be issued under
the exercised Option.

Stock acquired pursuant to an Option may not be disposed of without
first being offered to the Company, at which point the Company shall have the
right to reacquire all or any portion of such Stock at fair market value.

The Plan will be administered by the Board of Directors and will
terminate five years after the earlier of the date it is adopted by the Board
of Directors or approved by the Company's stockholders, unless earlier
terminated by the Board of Directors.

<PAGE>

TABLE OF CONTENT

Page
SECTION 1. DEFINITIONS ............................................. 1

SECTION 2. THE PLAN................................................. 2
2.1 Name .................................................... 2
2.2 Purpose ................................................. 2
2.3 Intention ............................................... 2

SECTION 3. ADMINISTRATION BY BOARD ................................. 2
3.1 Administration .......................................... 2
3.2 Company Assistance ...................................... 3

SECTION 4. PARTICIPANTS ............................................ 3
4.1 Participants ............................................ 3

SECTION 5. SHARES SUBJECT TO PLAN .................................. 3
5.1 Shares Available for Options ............................ 3
5.2 Adjustments ............................................. 3

SECTION 6. OPTIONS ................................................. 4
6.1 Option Grant and Agreement .............................. 4
6.2 Option Conditions ....................................... 4
6.3 Option Price ............................................ 5
6.4 Option Term ............................................. 5
6.5 Limitations on Exercise of Options ...................... 5
6.6 Method of Exercising Options ............................ 5
6.7 Rights in Event of Sale, Merger or Other Reorganization.. 6
6.8 Rights in the Event of Death............................. 6
6.9 Rights in the Event of Total and Permanent Disability.... 6
6.10 Rights in the Event of Termination of Employment......... 7

SECTION 7. SHARED ISSUED PURSUANT TO AN OPTION...................... 7
7.1 Issuance of Certificates................................. 7
7.2 Compliance With Securities and Other Laws................ 7
7.3 Requirements in the Event of a Disposition of Shares..... 8
7.4 Company's Right of First Refusal......................... 8

SECTION 8. TERMINATION, AMENDMENT AND MODIFICATION OF PLAN.......... 9
8.1 Board Termination, Amendment and Modification of Plan.... 9

<PAGE>

8.2 Plan Termination......................................... 9
8.3 Effect of Termination, Amendment or Modification of Plan. 9

SECTION 9. MISCELLANEOUS
9.1 No Employment Rights .................................... 10
9.2 Other Compensation Plans ................................ 10
9.3 Binding Effect .......................................... 10
9.4 Singular, Plural; Gender ................................ 10
9.5 Headings ................................................ 10
9.6 Effective Date; Ratification by Shareholders ............ 10
9.7 Rights as Shareholder ................................... 10
9.8 No Reduction of Salary or Compensation to Participate.... 10
9.9 Applicable Law .......................................... 10

<PAGE>

SECTION 1
DEFINITIONS

As used herein, the following terms have the meanings hereinafter set forth
unless the context clearly indicates to the contrary:

(a) "Board" means the Board of Directors to the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended.
(c) "Company" means IntelliLink, Inc., its parent corporation, if any,
and any of its subsidiary corporations, from time to time, as such
terms are defined in Section 425 of the Code.
(d) "Fair Market Value of Shares" shall mean
(i) if the Shares are not publicly traded on the day in question,
the fair market value of the Shares on the day in question as
determined and set forth in writing by the Board. In making
such determination the Board shall make a good faith effort to
establish the true fair market value of the Shares as of such
date using such methods as they deem appropriate, including
independent appraisals, and taking into consideration any
requirements set forth in the Code or the regulations
thereunder or
(ii) if the Shares are publicly traded on the day in question the
closing price of the Shares on the day in question. The
closing price shall be the last reported sale price regular
way or, in case no such reported closing bid and asked prices
regular way, in either case on the New York Stock Exchange or,
if the Shares are not listed or admitted to trading on such
Exchange, on the principal national securities exchange on
which the Shares are listed or admitted to trading or, if not
listed or admitted to trading on any national securities
exchange, the average of the highest closing bid and asked
prices as reported by the National Association of Securities
Dealers Automated Quotation System.
(e) "Incentive Stock Option" means an Option for Shares which qualifies
for treatment pursuant to Section 422A of the Code.
(f) "Incentive Stock Option Agreement" means the agreement described in
section 6.1 between the Company and the Optionee under which the
Optionee may purchase Shares hereunder.
(g) "Option" means an option to purchase a Share pursuant to the
provisions of this Plan.
(h) "Optionee" means an employee to whom an Option has been granted
hereunder.
(i) "Option Price" means the price per share of the Shares subject to
each option as provided in Section 6.3.
(j) "Option Term" means the period of time during which an Option may
be exercised.
(k) "Plan" means the IntelliLink, Inc. 1992 Incentive Stock Option
Plan, the terms of which are set forth herein.
(l) "Share" or "Shares" means Common Stock of the Company, or in the
event that the outstanding Shares are hereafter changed into
or exchanged for different shares

Page 1
<PAGE>

or securities of the Company or some other corporation or other
entity, such other shares or securities.
(m) "Total and Permanent Disability" means the inability of an employee
to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be
expected to result in death or which as lasted or can be expected
to last for a continuous period of not less than twelve months.

SECTION 2
THE PLAN

2.1 NAME. This Plan shall be known as "IntelliLink, Inc. 1992
Incentive Stock Option Plan."

2.2 PURPOSE. The purpose of this Plan is to advance the interests of
the Company and its shareholders by affording employees of the
Company an opportunity to acquire or increase their proprietary
interest in the Company by the grant to such employees of Options
under the terms set forth herein. By thus encouraging such
employees to acquire or increase their proprietary interest in the
Company, the Company seeks to attract, motivate and retain those
highly competent individuals upon whose judgment, initiative,
leadership, and continued efforts the success of the Company in
large measure depends.

2.3 INTENTION. It is intended that the Options issued under this Plan
will qualify as Incentive Stock Options and the terms of this Plan
shall be interpreted in accordance with such intention.

SECTION 3
ADMINISTRATION BY BOARD

3.1 ADMINISTRATION. The Plan shall be administered by the Board.
Subject to the express provisions of the Plan, the Board shall have
sole discretion and authority (a) to determine the employees to
whom and the time or times at which Options may be granted, (b) to
determine the number of Shares to be subject to each Option, (c) to
determine the details and provisions of each Incentive Stock Option
Agreement, (d) to prescribe, amend, and rescind rules and
regulations relating to the Plan, and (e) to make all other
determinations necessary or advisable in the administration of the
Plan.

Page 2

<PAGE>

3.2 COMPANY ASSISTANCE. The Company shall supply full and timely
information to the Board of all matters relating to eligible
employees, their employment, death, retirement, disability or other
termination of employment, and such other pertinent facts as the
Board may require in order to properly administer this Plan. The
Company shall furnish the Board with such clerical and other
assistance as is necessary in the performance of its duties.

SECTION 4
PARTICIPANTS

4.1 PARTICIPANTS. Any employee of the Company, including officers,
directors, managers, professionals and nonexempt employees, shall
be eligible to participate in the Plan. The Board may grant
Options, from time to time and in its sole discretion, to any
eligible employee.

SECTION 5
SHARES SUBJECT TO PLAN

5.1 SHARES AVAILABLE FOR OPTIONS. Subject to adjustment pursuant to
the provisions of Section 5.2 hereof, the total number of Shares
which may be issued upon the exercise of all Options shall not
exceed 50,000 Shares. Such Shares may be either authorized and
unissued Shares or issued Shares which have been reacquired by the
Company. If any Option shall expire or terminate for any reason
without having been exercised in full, new Options may be granted
covering shares originally set aside for the exercise of such
expired or terminated Option.

5.2 ADJUSTMENTS. If the outstanding Shares of the Company are
subdivided, consolidated, increased, decreased, changed into, or
exchanged for a different number or kind of shares or securities
through reorganization, merger, recapitalization, reclassification,
capital adjustment or otherwise, or if the Company shall issue
Shares as a dividend or upon a stock split, the number and kind of
Shares available for purposes of the Plan and all Shares subject to
the unexercised portion of any options theretofore granted and the
Option Price of such Options shall be appropriately adjusted to
prevent dilution or enlargement of rights. However, any such
adjustment in outstanding Options shall be made without change in
the total Option Price applicable to the unexercised portion of any
outstanding Options. Adjustments under this Section 5.2 shall be
made by the

Page 3

<PAGE>

Board, whose determination as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive. In computing any
adjustment under this Section 5.2, any fractional share which might
otherwise become subject to an Option shall be eliminated.

SECTION 6
OPTIONS

6.1. OPTION GRANT AND AGREEMENT. Each Option shall be evidenced by minutes
of a meeting or the written consent of the Board and by a written
Incentive Stock Option Agreement dated as of the date of grant and
executed by the Company and the Optionee, which Agreement shall set
forth the number of Options granted, the Option Price, the Option Term
and such other terms and conditions as may be determined appropriate by
the Board, provided that such terms and conditions are consistent with
the Plan. The Incentive Stock Option Agreement shall incorporate this
Plan by reference and provide that any inconsistencies or disputes
shall be resolved in favor of the Plan language.

6.2. OPTION CONDITIONS. Each Option shall be subject to the following
conditions, which conditions shall be stated within the applicable
Incentive Stock Option Agreement. Any Option which does not comply with
these provisions shall not be considered an Incentive Stock Option and
shall not be considered as issued under this Plan.

(a) No Option shall be granted to any employee for such number of
Shares that, immediately after the grant, the employee owns,
including any Shares subject to outstanding Options held by such
employee, more than 10% of the total combined voting power of all
classes of stock of the Company. For purposes of this condition,
an employee shall be considered as owning the stock owned,
directly or indirectly, by or for his brothers and sisters
(whether by the whole or half blood), spouse ancestors, and lineal
descendants, as well as stock owned, directly or indirectly, by or
for a corporation, partnership, estate, or trust in which such
employee has an interest, but only to the extent of such interest.
Notwithstanding the foregoing, the Board may grant an Option to an
employee in violation of this condition provided that the Option
Price of such Option is at least 110% of the Fair Market Value of
Shares on the date such Option is granted and such Option by its
terms is not exercisable after the expiration of five years from
the date it is granted.
(b) To the extent that the aggregate Fair Market Value of Shares
(determined as of the time an Option is granted) exercisable for
the first time by an employee during any calendar year under this
Plan and all similar plans maintained by the Company, its parent
or its subsidiaries exceeds $100,000.00, options for such shares
shall be treated as options that are not Incentive Stock Options.
For

Page 4

<PAGE>

purposes of this provision, options shall be taken into account in
the order in which they were taken.
(c) Options granted to an employee may be exercised in any order, so
that an employee may exercise an Option if another Option, granted
to him at an earlier time, remains outstanding.
(d) No Option may be transferred by an Optionee otherwise than by will
or by the laws of descent and distribution. During the lifetime of
an Optionee the Option may be exercisable only by him. Transfer of
an Option by will or by the laws of descent and distribution shall
not be effective to bind the Company unless the Company shall have
been furnished with written notice thereof and an authenticated
copy of the will or such other evidence as the Board may deem
necessary to establish the validity of the transfer and the
acceptance by the transferee of the terms and conditions of such
Option.

6.3. OPTION PRICE. The Option Price shall be determined by the Board,
subject to any limitations imposed by this Plan, but shall not be less
than the Fair Market Value of Shares on the date the Option is granted.

6.4 OPTION TERM. The Option Term shall be determined by the Board, subject
to any limitations imposed by this Plan, but in any event shall not be
more than ten years from the date such Option is granted. Options may
be subject to earlier termination as provided in this Plan.

6.5. LIMITATIONS ON EXERCISE OF OPTIONS. Notwithstanding anything contained
in this Plan to the contrary:
(a) Options may not be exercised until the Plan has been ratified by
the shareholders as provided in Section 9.6.
(b) Options shall be exercised in full or in such equal or unequal
installments as the Board shall determine; provided that if an
Optionee does not purchase all of the Shares which he is entitled
to purchase on a certain date or within an established installment
period, his right to purchase any unpurchased Shares shall
continue during the Option Term (taking into account any early
termination of such Option Term which may be provided for under
the Plan).

6.6. METHOD OF EXERCISING OPTIONS. Options shall be exercised by a written
notice, delivered to the Company at its principal office in Nashua,
NH, specifying the number of Shares to be purchased and tendering
payment in full for such Shares. Payment may be tendered in cash or by
certified, bank cashier's or teller's check or by Shares (valued at
fair market value as of the date of tender), or some combination of
the foregoing. In the event all or part of the Option Price is paid in
Stock, any excess of the value of such Stock over the Option Price
will be returned to the Optionee as follows: (i) any whole Stock
remaining in excess of the Option Price will be returned in kind, and
may be represented by one or more share certificates; and (ii) any
partial Shares remaining in excess of the Option Price will be
returned in cash.

Page 5

<PAGE>

6.7. RIGHTS IN THE EVENT OF SALE, MERGER OR OTHER REORGANIZATION. Nothing
contained in the Plan or in any Option granted under the Plan shall in
any way prohibit the Company from merging with or consolidating into
another corporation, or from selling or transferring all or
substantially all of its assets, or from distributing all or
substantially all of its assets to its stockholders in liquidation, or
from dissolving and terminating its corporate existence. In any such
event (other than a merger in which the Company is the surviving
corporation and under the terms of which the shares of Common Stock
outstanding immediately prior to the merger remain outstanding and
unchanged), all rights of the Optionee with respect to the unexercised
portion of any Option shall wholly and completely terminate and all
Options shall be canceled at the time of any such merger,
consolidation, sale or transfer of assets, liquidation or dissolution,
except to the extent that any agreement or undertaking of any party to
any such merger, consolidation, or sale or transfer or assets, or any
plan pursuant to which such liquidation or dissolution is effected,
shall make specific provision with respect to the Plan and the rights
of Optionees with respect to Options granted thereunder.
Notwithstanding the foregoing, the holder of any such Option or right
theretofore granted and still outstanding shall have the right
immediately prior to the effective date of such merger, consolidation,
sale or transfer of assets, liquidation or dissolution, to exercise
his Option in whole or in part without regard to any installment
provision that may have been made part of the terms and conditions of
such Option or right; provided that any conditions precedent to such
exercise set forth in the Stock Option Agreement referred to in
Section 6.1 above, other than the passage of time, have occurred. In
no event, however, may any Option which becomes exercisable pursuant
to this Section 6.7 be exercised, in whole or in part, later than the
date preceding the tenth anniversary date of the grant thereof.

6.8. RIGHTS IN THE EVENT OF DEATH. If an Optionee's employment with the
Company is terminated on account of death, the person or persons who
shall have acquired the right, by will or the laws of descent and
distribution, to exercise his Options shall continue to have the
right, for a period which shall not exceed the earlier of the
remaining Option Term (taking into account any earlier termination
date provided by the Plan) or one year from the date of such
Optionee's death, to exercise any Options which such Optionee would
have been entitled to exercise on the date of his death. At the
expiration of such one year period, or such earlier time as may be
applicable, any such Options which remain unexercised shall expire. In
no event may any Options be exercised that could not have been
exercised by an Optionee on the date of his death.

6.9. RIGHTS IN THE EVENT OF TOTAL AND PERMANENT DISABILITY. If an
Optionee's employment with the Company is terminated on account of
Total and Permanent Disability, the Optionee shall have the right, for
a period which shall not exceed the earlier of the remaining Option
Term (taking into account any earlier termination date provided by the
Plan) or one year from the date of such Optionee's Total and Permanent
Disability, to exercise any Options which such

Page 6

<PAGE>

Optionee would have been entitled to exercise on the date of his Total
and Permanent Disability. At the expiration of such one year period,
or such earlier time as may be applicable, any such Options which
remain unexercised shall expire. In no event may any Options be
exercised that could not have been exercised by an Optionee on the
date of his Total and Permanent Disability.

6.10. RIGHTS IN THE EVENT OF TERMINATION OF EMPLOYMENT. In the event that an
Optionee terminates employment with the Company, other than by reason
of death or Total and Permanent Disability, the Optionee shall have
the right, for a period which shall not exceed the earlier of the
remaining Option Term (taking into account any earlier termination
date provided by the Plan) or three months from such termination of
employment, to exercise any Options which such Optionee would have
been entitled to exercise on the date of his termination of
employment. At the expiration of such three month period, or such
earlier time as may be applicable, any such Options which remain
unexercised shall expire. In no event may any Options be exercised
that could not have been exercised by an Optionee on the date of his
termination of employment.

SECTION 7
SHARES ISSUED PURSUANT TO AN OPTION

7.1. ISSUANCE OF CERTIFICATES. The Company shall not be required to issue
or deliver any certificate for Shares purchased upon the exercise of
any Option, or any portion thereof, prior to fulfillment of all of the
following applicable conditions:
(a) The admission of such Shares to listing on all stock exchanges or
markets on which the Shares are then listed;
(b) The completion of any registered or other qualification of such
Shares under any federal or state securities laws or under the
rulings or regulations of the Securities and Exchange Commission
or any other governmental regulatory body, which the Board shall
in its sole discretion deem necessary or advisable; and
(c) The obtaining of any approval of other clearance from any federal
or state governmental agency which the Board shall, in its sole
discretion, determine to be necessary or advisable; and
(d) The lapse of such reasonable period of time following the exercise
of the Option as the Board from time to time may establish for
reasons of administrative convenience.

7.2. COMPLIANCE WITH SECURITIES AND OTHER LAWS. In no event shall the
Company be required to sell, issue or deliver Shares pursuant to
Options if in the opinion of the Board the issuance thereof would
constitute a violation by either the Optionee or the Company of any
provision of any law or regulation of any governmental

Page 7

<PAGE>

authority or any national securities exchange. As a condition of any
sale or issuance of Shares pursuant to Options, the Company may place
legends on the Shares, issue stop-transfer orders and require such
agreements or undertakings from the Optionee as the Company may deem
necessary or advisable to assure compliance with any such law or
regulation, including if the Company or its counsel deems it
appropriate, representations from the Optionee that he is acquiring
the Shares solely for investment and not with a view to distribution
and that no distribution of the Shares acquired by him will be made
unless registered pursuant to applicable federal and state securities
laws or unless, in the opinion of counsel to the Company, such
registration is unnecessary.

7.3. REQUIREMENTS IN THE EVENT OF A DISPOSITION OF SHARES. Any Optionee, or
person representing such Optionee, who sells, exchanges, transfers or
otherwise disposes of any Shares acquired pursuant to the exercise of
an Option (other than Shares sold or otherwise transferred to the
Company) within two years following the grant of such Option or within
one year following the actual transfer of such Shares to the Optionee,
shall be obligated to notify the Company in writing of the date of
disposition, the number of Shares so disposed and the amount of
consideration received as a result of such disposition. This
obligation shall apply even though the Company was notified, pursuant
to the requirements of Section 7.4. of the Plan, of the Optionee's
intention to dispose of such Shares and the Company failed to exercise
its rights of first refusal in whole or in part. The Company shall
have the right to take whatever reasonable action it deems appropriate
against an Optionee, including early termination of any Options which
remain outstanding, in order to recover any additional taxes the
Company incurs as a result of such Optionee's failure to so notify the
Company.

7.4. COMPANY'S RIGHT OF FIRST REFUSAL. The Company shall have the right to
purchase, in whole or in part, any Shares which an Optionee (or such
other person acting on an Optionee's behalf) intends to sell,
exchange, gift or otherwise transfer title to. The Optionee (or such
other person) shall notify the Company by registered mail of the
number of Shares he wishes to transfer, at which point the Company
shall have the option for a period of thirty days from receipt of such
notification to purchase all or part of such shares at the Fair Market
Value of Shares as of the date such notification was received from the
Optionee, unless the Shares are publicly traded, in which case the
price to be paid by the Company will be the daily average of the Fair
Market Value of the Shares for the period between receipt of
notification form the Optionee and the notification of the Optionee by
the Company that it intends to exercise its option under this
Paragraph 7.4. The Company may exercise its option hereunder by
notifying the Optionee in writing of the number of Shares it intends
to so purchase. Upon receipt by the Optionee of notification from the
Company as to the number of Shares the Company will purchase, or the
expiration of thirty days, whichever is earlier, the Optionee shall
have the right to transfer any such Shares which the Company has not
elected to purchase. Such right of transfer shall continue for a
period of sixty days, after

Page 8

<PAGE>

which time the Optionee may not transfer any Shares without first
reoffering such shares to the Company pursuant to this Section 7.4.
The Company shall have the right to impose legends on the shares
citing the Company's rights hereunder, to make inquiries as to the
bona fides of any offer to purchase and to prohibit any transfer of
Shares that it deems to be in violation of this provision of the Plan.
The Company shall have the right to seek specific performance of the
terms and conditions of this provision, notwithstanding that other
remedies, such as monetary damages, also are available to it.

SECTION 8
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

8.1. BOARD TERMINATION, AMENDMENT AND MODIFICATION OF PLAN. The Board may
at any time amend or modify the Plan, provided, however, that no such
action of the Board, without approval of the stockholders of the
Company (in the same manner as provided in Section 9.6), may:
(a) Increase the total number of Shares subject to the Plan except as
contemplated in Section 5.2 hereof,
(b) Restrict, expand or otherwise change the class or classes of
employees eligible to participate in the Plan; or
(c) Change the Option Price other than to change the manner of
determining the Fair Market Value of the Shares to conform with any
then applicable provisions of the Code or regulations or rulings
thereunder.

8.2. PLAN TERMINATION. Unless terminated earlier as provided in Section
8.1, the Plan shall terminate five years from the date it is adopted
by the Board or, if earlier, the date it is approved by stockholders
of the Company and no Option shall be granted under this plan after
such date.

8.3. EFFECT OF TERMINATION, AMENDMENT OR MODIFICATION OF PLAN.
Notwithstanding Sections 8.1 and 8.2, no termination, amendment or
modification of the Plan shall in any manner affect any Option
theretofore granted under the Plan without the consent of the Optionee
or a person who shall have acquired the right to exercise the Option
by will or the laws of descent and distribution.

Page 9

<PAGE>

SECTION 9
MISCELLANEOUS

9.1. NO EMPLOYMENT RIGHTS. Nothing in the Plan or in any Option granted
hereunder or in any Incentive Stock Option Agreement relating thereto
shall confer upon any employee the right to continue in the employ of
the Company.

9.2. OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect
any other Share Option or incentive or other compensation plans in
effect for the Company, nor shall the Plan preclude the Company from
establishing any other forms of incentive or other compensation for
employees of the Company.

9.3. BINDING EFFECT. The Plan shall be binding upon the successors and
assigns of the Company.

9.4. SINGULAR, PLURAL, GENDER. Whenever used herein, except where the
context clearly indicates to the contrary, nouns in the singular shall
include the plural, and the masculine pronoun shall include the
feminine gender.

9.5. HEADINGS. Headings of the Sections hereof are inserted for
convenience and reference and constitute no part of the Plan.

9.6. EFFECTIVE DATE; RATIFICATION BY SHAREHOLDERS. This Plan shall become
effective upon its adoption by the Board but is subject to the
ratification and approval by the shareholders of the Company within 12
months following such adoption. If this Plan is not so approved by the
Shareholders this Plan shall become null and void and of no force or
effect. Any Options granted pursuant to the Plan may not be exercised
until the Plan shall have been ratified and approved by the
shareholders pursuant to this Section.

9.7. RIGHTS AS SHAREHOLDER. An Optionee or transferee of an Option shall
have no rights as a shareholder with respect to any Shares subject to
such Option prior to the purchase of such Shares by exercise of such
Option as provided herein.

9.8. NO REDUCTION OF SALARY OR COMPENSATION TO PARTICIPATE. No employee
shall be required to forego an increase in salary, or to defer any
amount of compensation as a condition of participation in the Plan.

9.9. APPLICABLE LAW. This Plan and the Options granted hereunder shall be
interpreted, administered and otherwise subject to the laws of the
State of New Hampshire.

Page 10

<PAGE>

EXHIBIT 10.10

AGREEMENT AND

PLAN OF REORGANIZATION

DATED APRIL , 1996

BY AND AMONG

PUMA TECHNOLOGY, INC.,

A CALIFORNIA CORPORATION,

PUMA ACQUISITION, INC.,

A NEW HAMPSHIRE CORPORATION,

INTELLILINK CORP.,

A NEW HAMPSHIRE CORPORATION,

MICHAEL BLANCHETTE,

KEITH CROZIER AND THOMAS PAYNE

<PAGE>

TABLE OF CONTENTS
Page
----

1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 "Affiliate". . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 "Ancillary Documents". . . . . . . . . . . . . . . . . . . . . . . 1
1.3 "Code" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.4 "Commission" . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.5 "Confidential Information" . . . . . . . . . . . . . . . . . . . . 1
1.6 "IntelliLink Dissenting Shares". . . . . . . . . . . . . . . . . . 1
1.7 "IntelliLink Shares" . . . . . . . . . . . . . . . . . . . . . . . 2
1.8 "Securities" . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.9 "Securities Act" . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.10 "Shareholders" . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2. Plan of Reorganization. . . . . . . . . . . . . . . . . . . . . . . . . 2
2.1 The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Conversion of Shares . . . . . . . . . . . . . . . . . . . . . . . 2
2.4 Conversion of Stock Options. . . . . . . . . . . . . . . . . . . . 3
2.5 Conversion of Certain IntelliLink Notes and Stock Options. . . . . 3
2.6 Conversion of Greylock Warrant and Greylock Convertible
Debenture. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.7 Fractional Shares. . . . . . . . . . . . . . . . . . . . . . . . . 3
2.8 Dissenting Rights. . . . . . . . . . . . . . . . . . . . . . . . . 3
2.9 The Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.10 Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.11 Tax Free Reorganization. . . . . . . . . . . . . . . . . . . . . . 4
2.12 Purchase Accounting. . . . . . . . . . . . . . . . . . . . . . . . 4
2.13 Exemption from Registration. . . . . . . . . . . . . . . . . . . . 4
2.14 Restricted Securities. . . . . . . . . . . . . . . . . . . . . . . 4

3. Representations and Warranties of IntelliLink and the Founders. . . . . 4
3.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.3 Power, Authority and Validity. . . . . . . . . . . . . . . . . . . 5
3.4 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 6
3.5 Tax Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.6 Tax Free Reorganization. . . . . . . . . . . . . . . . . . . . . . 7
3.7 Absence of Certain Changes or Events . . . . . . . . . . . . . . . 7
3.8 Title and Related Matters. . . . . . . . . . . . . . . . . . . . . 8
3.9 Proprietary Rights . . . . . . . . . . . . . . . . . . . . . . . . 8
3.10 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . 9
3.11 Bank Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.12 Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.13 Compliance With Law. . . . . . . . . . . . . . . . . . . . . . . . 10
3.14 Labor Difficulties; No Discrimination. . . . . . . . . . . . . . . 10
3.15 Insider Transactions . . . . . . . . . . . . . . . . . . . . . . . 10
3.16 Employees, Independent Contractors and Consultants . . . . . . . . 10
3.17 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.18 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.19 Governmental Authorizations and Regulations. . . . . . . . . . . . 10
3.20 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.21 Compliance with Environmental Requirements . . . . . . . . . . . . 11
3.22 Corporate Documents. . . . . . . . . . . . . . . . . . . . . . . . 11

<PAGE>

3.23 No Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.24 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.25 Founders Investment Representations. . . . . . . . . . . . . . . . 11

4. Representations and Warranties of Puma and Sub. . . . . . . . . . . . . 13
4.1 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.2 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.3 Power, Authority and Validity. . . . . . . . . . . . . . . . . . . 14
4.4 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 14
4.5 Tax Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.6 Tax Free Reorganization. . . . . . . . . . . . . . . . . . . . . . 15
4.7 Absence of Certain Changes or Events . . . . . . . . . . . . . . . 15
4.8 Title and Related Matters. . . . . . . . . . . . . . . . . . . . . 16
4.9 Proprietary Rights . . . . . . . . . . . . . . . . . . . . . . . . 16
4.10 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . 17
4.11 Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.12 Compliance With Law. . . . . . . . . . . . . . . . . . . . . . . . 18
4.13 Labor Difficulties; No Discrimination. . . . . . . . . . . . . . . 18
4.14 Employees, Independent Contractors and Consultants . . . . . . . . 18
4.15 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.16 Governmental Authorizations and Regulations. . . . . . . . . . . . 18
4.17 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.18 Compliance with Environmental Requirements . . . . . . . . . . . . 18
4.19 No Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.20 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

5. Preclosing Covenants of IntelliLink and Puma. . . . . . . . . . . . . . 19
5.1 Material Consents. . . . . . . . . . . . . . . . . . . . . . . . . 19
5.2 Conduct of IntelliLink Business. . . . . . . . . . . . . . . . . . 19
5.3 Advice of Changes. . . . . . . . . . . . . . . . . . . . . . . . . 20
5.4 Crozier Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . 20

6. Mutual Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.1 No Public Announcement . . . . . . . . . . . . . . . . . . . . . . 21
6.2 Due Diligence, Investigation, and Audits . . . . . . . . . . . . . 21
6.3 Regulatory Filings; Consents; Reasonable Efforts . . . . . . . . . 21
6.4 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . 21

7. Closing Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
7.1 Filing of Agreement of Merger. . . . . . . . . . . . . . . . . . . 22
7.2 Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . 22
7.3 Delivery of Stock Option Documents; Other Stock Option Matters . . 22
7.4 Delivery of Documents. . . . . . . . . . . . . . . . . . . . . . . 23

8. Conditions to IntelliLink's Obligations . . . . . . . . . . . . . . . . 23
8.1 Accuracy of Representations and Warranties . . . . . . . . . . . . 23
8.2 Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
8.3 No Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . 23
8.4 Authorizations . . . . . . . . . . . . . . . . . . . . . . . . . . 23
8.5 No Adverse Development . . . . . . . . . . . . . . . . . . . . . . 23
8.6 Government Consents. . . . . . . . . . . . . . . . . . . . . . . . 23
8.7 Greylock Warrant.. . . . . . . . . . . . . . . . . . . . . . . . . 23
8.9 Date of Closing. . . . . . . . . . . . . . . . . . . . . . . . . . 24
8.10 Securities Laws. . . . . . . . . . . . . . . . . . . . . . . . . . 24
8.11 Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

<PAGE>

9. Conditions to Puma's and Sub's Obligations. . . . . . . . . . . . . . . 24
9.1 Accuracy of Representations and Warranties . . . . . . . . . . . . 24
9.2 Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
9.3 No Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . 24
9.4 Authorizations . . . . . . . . . . . . . . . . . . . . . . . . . . 24
9.5 No Adverse Development . . . . . . . . . . . . . . . . . . . . . . 24
9.6 Required Consents. . . . . . . . . . . . . . . . . . . . . . . . . 24
9.7 Government Consents. . . . . . . . . . . . . . . . . . . . . . . . 24
9.8 Right of First Refusal and Co-Sale Agreement . . . . . . . . . . . 25
9.9 Employment, Consulting and Non-Competition Agreements. . . . . . . 25
9.10 Shareholders Representation Agreement. . . . . . . . . . . . . . . 25
9.12 Tax Free Reorganization; Net Operating Loss Carryforwards. . . . . 25
9.13 Date of Closing. . . . . . . . . . . . . . . . . . . . . . . . . . 25
9.14 Securities Laws. . . . . . . . . . . . . . . . . . . . . . . . . . 25
9.15 Amendment to Puma Amended and Restated Articles of Incorporation . 25
9.16 Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

10. Termination of Agreement. . . . . . . . . . . . . . . . . . . . . . . . 26
10.1 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
10.2 Liability for Termination. . . . . . . . . . . . . . . . . . . . . 26
10.3 Certain Effects of Termination . . . . . . . . . . . . . . . . . . 26
10.4 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
10.5 Right to Damages . . . . . . . . . . . . . . . . . . . . . . . . . 27

11. Escrow and Indemnification. . . . . . . . . . . . . . . . . . . . . . . 27
11.1 Survival of Representations, Warranties and Covenants . . . . . . 27
11.2 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
11.3 Escrow Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
11.4 Escrow Period . . . . . . . . . . . . . . . . . . . . . . . . . . 28
11.5 Protection of Escrow Fund . . . . . . . . . . . . . . . . . . . . 28
11.6 Claims Upon Escrow Fund . . . . . . . . . . . . . . . . . . . . . 28
11.7 Objections to Claims. . . . . . . . . . . . . . . . . . . . . . . 28
11.8 Resolution of Conflicts . . . . . . . . . . . . . . . . . . . . . 29
(a) Memorandum of Agreement. . . . . . . . . . . . . . . . . . . 29
(b) Arbitration. . . . . . . . . . . . . . . . . . . . . . . . . 29
(c) Judgment . . . . . . . . . . . . . . . . . . . . . . . . . . 29
11.9 Distribution Upon Termination of Escrow Period. . . . . . . . . . 29
11.10 IntelliLink Agent . . . . . . . . . . . . . . . . . . . . . . . . 29
11.11 Actions of the IntelliLink Agent. . . . . . . . . . . . . . . . . 30
11.12 Third-Party Claims. . . . . . . . . . . . . . . . . . . . . . . . 30
11.13 Escrow Agent's Duties and Powers. . . . . . . . . . . . . . . . . 31
11.14 Non-exclusive Remedies. . . . . . . . . . . . . . . . . . . . . . 31

12. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
12.1 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 32
12.2 Binding upon Successors and Assigns . . . . . . . . . . . . . . . 32
12.3 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . 32
12.4 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . 32
12.5 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . 32
12.6 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
12.7 Amendment and Waivers . . . . . . . . . . . . . . . . . . . . . . 32
12.8 Survival of Agreements. . . . . . . . . . . . . . . . . . . . . . 32
12.9 No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
12.10 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
12.11 Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

<PAGE>

12.12 Construction of Agreement . . . . . . . . . . . . . . . . . . . . 33
12.13 No Joint Venture. . . . . . . . . . . . . . . . . . . . . . . . . 33
12.14 Pronouns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
12.15 Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . 33
12.16 Absence of Third Party Beneficiary Rights . . . . . . . . . . . . 34

EXHIBITS

Exhibit 2.1 Agreement of Merger
Exhibit 2.2 Conversion of Stock Held by Intellilink Shareholders
Exhibit 2.6A Greylock Warrant
Exhibit 2.6B Greylock Convertible Debenture
Exhibit 2.14 Stock Certificate Legends
Exhibit 3 IntelliLink and Founders Disclosure Schedule
Exhibit 4 Puma and Sub Disclosure Schedule
Exhibit 5.4A Form of Promissory Note
Exhibit 5.4B Escrow Agreement for Crozier Security Shares
Exhibit 9.8 Right of First Refusal and Co-Sale Agreement
Exhibit 9.10 Shareholders Representation Agreement
Exhibit 9.11 Escrow Agreement
Exhibit 9.15 Amendment to the Puma Amended and Restated Articles of
Incorporation

<PAGE>

AGREEMENT AND PLAN OF REORGANIZATION

This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is entered into
this _____________ day of April, 1996, by and among Puma Technology, Inc., a
California corporation ("Puma"), Puma Acquisition, Inc., a New Hampshire
corporation and a wholly-owned subsidiary of Puma ("Sub"), IntelliLink Corp., a
New Hampshire corporation ("IntelliLink") and each of Michael Blanchette, Keith
Crozier and Thomas Payne (the foregoing three individuals are collectively
referred to herein as the "Founders").

RECITALS

A. Subject to and in accordance with the terms and conditions of this
Agreement and pursuant to the Agreement of Merger attached hereto as Exhibit 2.1
("Agreement of Merger"), the respective Board of Directors of Puma, Sub and
IntelliLink, and Puma, as sole shareholder of Sub, have approved the merger of
Sub with and into IntelliLink (the "Merger"), whereby all of the outstanding
shares of Series A Preferred Stock, Series B Preferred Stock and Common Stock of
IntelliLink ("IntelliLink Stock") will be converted into shares of Common Stock
of Puma ("Puma Common Stock").

B. For federal income tax purposes, it is intended that the Merger shall
qualify as a tax free reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code");

C. The parties hereto desire to set forth certain representations,
warranties and covenants made by each to the other as an inducement to the
consummation of the Merger.

AGREEMENT

NOW, THEREFORE, in reliance on the foregoing recitals and in and for the
consideration and mutual covenants set forth herein, the parties agree as
follows:

1. DEFINITIONS.

1.1 "Affiliate" shall have the meaning set forth in the rules and
regulations promulgated by the Commission pursuant to the Securities Act.

1.2 "Ancillary Documents" shall mean the agreements that are exhibits
to this Agreement.

1.3 "Code" shall mean the United States Internal Revenue Code of
1986, as amended.

1.4 "Commission" shall mean the United States Securities and Exchange
Commission.

1.5 "Confidential Information" shall mean confidential information of
a party ("Disclosing Party") which is disclosed to another party ("Receiving
Party"). Confidential Information shall include, but not be limited to, trade
secrets, know-how, inventions, techniques, processes, algorithms, software
programs, schematics, designs, contracts, customer lists, financial information,
sales and marketing plans and business information.

1.6 "IntelliLink Dissenting Shares" shall mean those IntelliLink
Shares held by holders who perfect their dissenters rights under the laws of New
Hampshire with respect thereto.

<PAGE>
1.7 "IntelliLink Shares" shall mean the shares of IntelliLink Common
Stock issued and outstanding at the effective time of the Merger, other than the
Dissenting Shares.

1.8 "Securities" shall mean the IntelliLink Shares and IntelliLink
Dissenting Shares.

1.9 "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute and the rules and regulations
thereunder, all as the same shall be in effect at the time.

1.10 "Shareholders" shall mean the holders of the outstanding shares
of IntelliLink Common Stock.

2. PLAN OF REORGANIZATION.

2.1 THE MERGER. Subject to the terms and conditions of this
Agreement and the Agreement of Merger, Sub shall be merged with and into
IntelliLink in accordance with the applicable provisions of the laws of the
State of New Hampshire and with the terms and conditions of this Agreement and
the Agreement of Merger, so that:

(a) At the Effective Time (as defined below), Sub shall be
merged with and into IntelliLink. As a result of the Merger, the separate
corporate existence of Sub shall cease and IntelliLink shall continue as the
surviving corporation (sometimes referred to herein as the "Surviving
Corporation") and shall succeed to and assume all of the rights and obligations
of Sub in accordance with the laws of New Hampshire.

(b) The Articles of Incorporation and Bylaws of IntelliLink in
effect immediately prior to the Effective Time shall be the Articles of
Incorporation and Bylaws, respectively, of Surviving Corporation after the
Effective Time unless and until further amended as provided by law.

(c) The directors and officers of the Surviving Corporation
after the Effective Time shall be as set forth in the Agreement of Merger. Such
directors and officers shall hold their position until the election and
qualification of their respective successors or until their tenure is otherwise
terminated in accordance with the Bylaws of Surviving Corporation.

2.2 CONVERSION OF SHARES. Each share of IntelliLink Stock, issued
and outstanding immediately prior to the Effective Time, will by virtue of the
Merger and at the Effective Time, and without further action on the part of any
holder thereof, be converted into such number of shares of fully paid and
nonassessable Puma Common Stock (the shares of Puma Common Stock issued pursuant
hereto shall also be referred to as the "Merger Consideration" or the "Merger
Shares") as shall be determined by the Exchange Ratio defined below. The
Exchange Ratio shall equal the result of dividing 1,425,000 shares by the
aggregate number of shares of Common Stock of IntelliLink which would be
outstanding upon the conversion or exercise of all outstanding Preferred Stock,
options, and warrants to purchase any Securities or outstanding notes or
debentures convertible into the Securities as of the date immediately preceding
the Effective Time. Assuming the capitalization of Intellilink is as described
in Section 4.2 and Exhibit 4, the number of shares of Puma Common Stock received
by Intellilink shareholders and securityholders described in Section 2.5 below
shall be as described in Exhibit 2.2 hereto. The number of shares of Puma
Common Stock actually issued in the Merger will be reduced proportionately to
the extent any IntelliLink security holders exercise dissenters' rights, and for
any stock splits, stock dividends, recapitalizations and the like.

2.3 Each share of Common Stock of Sub issued and outstanding
immediately prior to the Effective Time shall automatically without any action
on the part of the holder thereof be converted into one validly issued, fully
paid and nonassessable share of common stock of the Surviving Corporation.

<PAGE>

2.4 CONVERSION OF STOCK OPTIONS. Except as described in Section 2.5
below, each outstanding stock option under IntelliLink's Stock Option Plan (an
"IntelliLink Option"), whether vested or unvested, shall be deemed to constitute
an option ("Assumed Option") to acquire, on the same terms and conditions as
were applicable under the IntelliLink Option, such number of shares of Puma
Common Stock as the holder of such IntelliLink Option would have been entitled
to receive pursuant to the Merger had such holder exercised such option in full
immediately prior to the Effective Time (rounded down to the nearest tenth of a
whole share), at a price per share (rounded up to the nearest whole cent) equal
to (x) the aggregate exercise price per share of IntelliLink Common Stock
otherwise purchasable pursuant to such IntelliLink Option immediately prior to
the Effective Time divided by (y) the number of full shares of Puma Common Stock
deemed purchasable pursuant to such IntelliLink Option in accordance with the
foregoing; PROVIDED, HOWEVER, that, in the case of any IntelliLink Option to
which Section 422 of the Code applies ("incentive stock options"), the option
price, the number of shares purchasable pursuant to such option and the terms
and conditions of exercise of such option shall be determined in order to comply
with Section 425(a) of the Code.

2.5 CONVERSION OF CERTAIN INTELLILINK NOTES AND STOCK OPTIONS. Any
and all securities of Intellilink issued and outstanding immediately prior to
the Effective Time by Thomas Payne, Roger Lee, Kenneth Anderson and Middlefield
Ventures, Inc. shall be deemed to have been fully converted or exercised
immediately prior to the Effective Time and will by virtue of the Merger and at
the Effective Time, and without further action on the part of any holder
thereof, be converted into such number of shares of fully paid and nonassessable
Puma Common Stock as shall be determined by the Exchange Ratio as set forth in
Section 2.2 above.

2.6 CONVERSION OF GREYLOCK WARRANT AND GREYLOCK CONVERTIBLE
DEBENTURE. The outstanding warrants to purchase 1,002,990 shares of IntelliLink
Series B Preferred Stock shall be deemed to constitute the warrant substantially
in the form attached hereto as Exhibit 2.6A. The outstanding convertible
debenture to purchase 1,231,452 shares of IntelliLink Series A Preferred Stock
shall be deemed to constitute the debenture substantially in the form attached
hereto as Exhibit 2.6B.

2.7 FRACTIONAL SHARES. No fractional shares of Puma Common Stock
will be issued in connection with the Merger, but in lieu thereof, holders of
IntelliLink Common Stock who would otherwise be entitled to receive a fraction
of a share of Puma Common Stock will receive from Puma, promptly after the
Effective Time, an amount of cash equal to $1.25, the per share price of Puma
Common Stock, multiplied by the fraction of a share of Puma Common Stock to
which such holder would otherwise be entitled.

2.8 DISSENTING RIGHTS. If holders of IntelliLink Common Stock are
entitled to dissenters rights in connection with the Merger, any IntelliLink
Dissenting Shares shall not be converted into a right to receive Puma Common
Stock but shall be converted into the right to receive such consideration as may
be determined to be due with respect to such IntelliLink Dissenting Shares
pursuant to the laws of the State of New Hampshire. IntelliLink shall give Puma
prompt notice of any demand received by IntelliLink for appraisal of IntelliLink
Common Stock, and IntelliLink shall have the right to control all negotiations
and proceedings with respect to such demand, provided that Puma shall have the
right to participate in all such negotiations and proceedings. In the event of
legal obligation, after the Effective Time of the Merger, to deliver a right to
receive Puma Common Stock to a holder of shares of IntelliLink Common Stock who
shall have failed to make an effective demand for appraisal or shall have lost
his status as a dissenting Shareholder, Puma shall deliver, upon surrender by
such dissenting Shareholder of his certificate or certificates representing
shares of IntelliLink Common Stock, as applicable, the Puma Common Stock to
which such Dissenting Shareholder is then entitled under this Section 2.8 and
the Agreement of Merger.

2.9 THE CLOSING. Subject to termination of this Agreement as
provided in Section 10 below, the closing of the transactions contemplated by
this Agreement (the "Closing") shall take place at the offices of Gray Cary Ware
& Freidenrich, A Professional Corporation, 400 Hamilton Avenue, Palo Alto,
California, as soon as possible upon the satisfaction or waiver of all
conditions set

<PAGE>

forth in Section 8 and Section 9 hereof (the "Closing Date"), or such other
time and place as is mutually agreeable to the parties; PROVIDED, HOWEVER,
that the Closing Date shall occur on or before April 30, 1996, unless
mutually agreed in writing by Puma and IntelliLink.

2.10 EFFECTIVE TIME. Simultaneously with the Closing, the Agreement
of Merger shall be filed in the office of the Secretary of State of the State of
California and the office of the Secretary of State of the State of New
Hampshire. The Merger shall become effective immediately upon the filing of the
Agreement of Merger with such offices. The date and time of the effectiveness
of the Merger under the laws of California and New Hampshire is the "Effective
Time."

2.11 TAX FREE REORGANIZATION. The parties intend to adopt this
Agreement as a tax-free plan of reorganization and to consummate the Merger in
accordance with the provisions of Sections 368(a)(1)(A) and 368(a)(2)(E) of the
Code. Each party agrees that it will not take or assert any position on any tax
return, report or otherwise which is inconsistent with the qualification of the
Merger as a reorganization within the meaning of Section 368(a) of the Code.
The Puma Common Stock issued in the Merger will be issued solely in exchange for
the IntelliLink Stock, pursuant to this Agreement, and no other transaction
other than the Merger represents, provides for or is intended to be an
adjustment to the consideration paid for the IntelliLink Stock. Except for cash
paid in lieu of fractional shares, no consideration that could constitute "other
property" within the meaning of Section 356 of the Code is being paid by Puma
for the IntelliLink Stock in the Merger. In addition, Puma represents now, and
as of the Closing Date, that it presently intends to continue IntelliLink's
historic business or use a significant portion of IntelliLink's business assets
in a business. The provisions and representations contained or referred to in
this Section 2.11 and Section 3.6 shall survive until the expiration of the
applicable statute of limitations.

2.12 PURCHASE ACCOUNTING. The Merger is intended to be accounted for
as a purchase of a business.

2.13 EXEMPTION FROM REGISTRATION. The parties hereto expect that the
Puma Common Stock to be issued in connection with the Merger will be issued in a
transaction exempt from registration under the Securities Act of 1933, as
amended (the "Securities Act"), by reason of Section 4(2) thereof, and that the
Puma Common Stock hereunder will be exempt from qualification under California
Law.

2.14 RESTRICTED SECURITIES. The Puma Common Stock will bear legends
indicated on Exhibit 2.14 imposing certain restrictions on transferability by
federal and state securities laws and by the Puma Right of First Refusal and Co-
Sale Agreement.

3. REPRESENTATIONS AND WARRANTIES OF INTELLILINK AND THE FOUNDERS.
Except as otherwise set forth in the "IntelliLink and Founders Disclosure
Schedule" provided to Puma on or before April , 1996 and attached as Exhibit
3 hereto, IntelliLink and each of the Founders represent and warrant to Puma as
set forth below. No fact or circumstance disclosed to Puma shall constitute an
exception to these representations and warranties unless such fact or
circumstance is set forth in Exhibit 3 or such supplements thereto as may
mutually be agreed upon in writing by IntelliLink and Puma. Whenever the term
"enforceable in accordance with its terms" or like expression is used, it is
understood that excepted therefrom are any limitations on enforceability under
applicable bankruptcy, insolvency, reorganization, moratorium or other laws of
general application affecting the enforcement of creditor's rights.

3.1 ORGANIZATION. IntelliLink is a corporation duly organized,
validly existing and in good standing under the laws of the State of New
Hampshire and has corporate power and authority to carry on its business as it
is now being conducted. IntelliLink is duly qualified or licensed to do
business and in good standing in each jurisdiction in which the nature of its
business or properties makes such qualification or licensing necessary except
where the failure to be so qualified would not have a material adverse effect on
the operations, assets or financial condition (a "Material

<PAGE>

Adverse Effect") of IntelliLink. IntelliLink has no employees or offices in
any state other than New Hampshire.

3.2 CAPITALIZATION.

(a) The authorized capital of IntelliLink consists, or will
consist prior to the Closing, of:

(i) PREFERRED STOCK. 6,000,000 shares of preferred stock,
4,000,000 shares of which have been designated Series A Preferred Stock, of
which 2,215,000 shares are issued and outstanding and 1,500,000 shares of which
have been designated Series B Preferred Stock, of which no shares are issued and
outstanding. The rights, privileges and preferences of the Preferred Stock are
as stated in IntelliLink's Articles of Incorporation as currently in effect, a
copy of which has been provided to Puma or its representatives.

(ii) COMMON STOCK. 9,000,000 shares of common stock, of
which no shares are issued and outstanding.

(b) Other than as set forth on Exhibit 3, IntelliLink does not
have outstanding any preemptive or subscription rights, options, warrants,
debentures, notes, rights to convert or exchange, capital stock equivalents, or
other rights to purchase or otherwise acquire any of IntelliLink's capital stock
or other securities.

(c) All of the issued and outstanding shares of IntelliLink's
capital stock have been duly authorized, validly issued, are fully paid and
nonassessable, and such capital stock, and all warrants, options, debentures and
notes convertible into capital stock of IntelliLink, have been issued in full
compliance with all applicable federal and state securities laws. None of
IntelliLink's issued and outstanding shares of capital stock, or options or
rights to purchase capital stock of IntelliLink or Sub, is subject to repurchase
or redemption rights. There have not been and are not outstanding any
adjustments made or required to be made to the conversion prices set forth in
IntelliLink's current Articles of Incorporation. All of IntelliLink's options
have been issued in accordance with its current stock option plan and in
accordance with all state securities laws.

(d) Except for any restrictions imposed by applicable state and
federal securities laws, there is no right of first refusal, option, or other
restriction on transfer applicable to any shares of IntelliLink's capital stock.

(e) IntelliLink is not under any obligation to register under
the Securities Act any shares of its capital stock or any other of its
securities that might be issued in the future if the Merger were not
consummated.

(f) IntelliLink is not a party or subject to any agreement or
understanding and, to IntelliLink's knowledge, there is no agreement or
understanding between or among any persons that affects or relates to the voting
or giving of written consent with respect to any security.

3.3 POWER, AUTHORITY AND VALIDITY. IntelliLink has the corporate
power to enter into this Agreement and to carry out its obligations hereunder
and under the Ancillary Documents. The execution and delivery of this Agreement
and the Ancillary Documents and the consummation of the transactions
contemplated hereby and thereby have been duly authorized by the Board of
Directors and on the Closing Date, by the shareholders of IntelliLink and no
other corporate proceedings on the part of IntelliLink are necessary to
authorize this Agreement and the transactions contemplated herein and therein.
IntelliLink is not subject to or obligated under any charter, bylaw or contract
provision or any license, franchise or permit, or subject to any order or
decree, which would be breached or violated by or in conflict with its executing
and carrying out this Agreement. Except for (i) the filing of an agreement of
merger with the Secretary of State of the State of California and

<PAGE>

the Secretary of State of the State of New Hampshire and appropriate
documents with the relevant authorities of other states in which IntelliLink
is qualified to do business, and (ii) filings under applicable securities
laws, no consent of any person who is a party to a contract which is material
to IntelliLink's business, nor consent of any governmental authority, is
required to be obtained on the part of IntelliLink to permit the transactions
contemplated herein and continue the business activities of IntelliLink as
previously conducted by IntelliLink without material adverse change. This
Agreement and the Ancillary Documents are the valid and binding obligation of
IntelliLink enforceable in accordance with their respective terms.

3.4 FINANCIAL STATEMENTS.

(a) IntelliLink has delivered, or will deliver prior to December
31, 1996, to Puma copies of IntelliLink's balance sheet as of December 31, 1995
and statements of operations, shareholders' equity and cash flow for the period
then-ended, and copies of IntelliLink's unaudited balance sheet as of March 31,
1996 and statements of operations, shareholder's equity and cash flow for the
periods then ended (collectively the "IntelliLink Financial Statements").

(b) The IntelliLink Financial Statements are complete and in
accordance with the books and records of IntelliLink and present fairly the
financial position of IntelliLink as of their historical dates. The IntelliLink
Financial Statements have been prepared in accordance with GAAP applied on a
basis consistent with prior periods. Except and to the extent reflected or
reserved against in such balance sheet (including the notes thereto),
IntelliLink does not have, as of the dates of such balance sheet, any
liabilities or obligations (absolute or contingent) of a nature required or
customarily reflected in a balance sheet (or the notes thereto) prepared in
accordance with GAAP. The reserves, if any, reflected on the IntelliLink
Financial Statements (including, without limitation, any accounts receivable
reserves) are adequate in light of the contingencies with respect to which they
are made.

(c) IntelliLink has no debt, liability, or obligation of any
nature, whether accrued, absolute, contingent, or otherwise, and whether due or
to become due, that is not reflected or reserved against in the IntelliLink
Financial Statements, except for those (i) that may have been incurred after the
date of the IntelliLink Financial Statements or (ii) that are not required by
GAAP to be included in a balance sheet or the notes thereto, except that
IntelliLink has not established any reserves with respect to the costs and fees
associated with this Agreement, the other Ancillary Documents, and the
transactions contemplated hereby and thereby. All material debts, liabilities,
and obligations incurred after the date of the IntelliLink Financial Statements
were incurred in the ordinary course of business, and are usual and normal in
amount both individually and in the aggregate and are set forth on Exhibit 3.

3.5 TAX MATTERS.

(a) IntelliLink has fully and timely, properly and accurately
filed all tax returns and reports required to be filed by it, including all
federal, foreign, state and local tax returns and estimates for all years and
periods (and portions thereof) for which any such returns, reports or estimates
were due. All such returns, reports and estimates were prepared in the manner
required by applicable law. All income, sales, use, occupation, property or
other taxes or assessments due from IntelliLink have been paid. There are no
pending assessments, asserted deficiencies or claims for additional taxes that
have not been paid. The reserves for taxes, if any, reflected on the
IntelliLink Financial Statements are adequate and there are no tax liens on any
property or assets of IntelliLink. There have been no audits or examinations of
any tax returns or reports by any applicable governmental agency. No state of
facts exists or has existed which would constitute grounds for the assessment of
any penalty or of any further tax liability beyond that shown on the respective
tax reports, returns or estimates. There are no outstanding agreements or
waivers extending the statutory period of limitation applicable to any federal,
state or local income tax return or report for any period.

<PAGE>

All taxes which IntelliLink has been required to collect or withhold have
been duly withheld or collected and, to the extent required, have been paid
to the proper taxing authority.

3.6 TAX FREE REORGANIZATION.

(a) Neither IntelliLink nor, to its knowledge, any IntelliLink
shareholder has taken or agreed to take any action that would prevent the Merger
from constituting a reorganization qualifying under the provisions of
Section 368(a) of the Code.

(b) To the best of IntelliLink's knowledge, there is no plan or
intention by any IntelliLink shareholder to sell, exchange or otherwise dispose
of a number of shares of Puma Common Stock to be received in the Merger.

(c) Immediately following the Merger, Sub will hold at least 90%
of the fair market value of IntelliLink's net assets and at least 70% of the
fair market value of IntelliLink's gross assets held immediately prior to the
Merger. For purposes of this representation, amounts used by IntelliLink to pay
merger expenses and all redemptions and distributions (except for regular,
normal dividends) made by IntelliLink will be included as assets of IntelliLink
immediately prior to the Merger.

(d) IntelliLink is not an investment company as defined in
Section 368(a)(2)(F)(iii) and (iv) of the Code.

3.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since March 31, 1996,
IntelliLink has not:

(a) suffered any material adverse change in its financial
condition or in the operations of its business, nor any material adverse changes
in its balance sheet, (with the IntelliLink Financial Statements and any
subsequent balance sheet analyzed as if each had been prepared according to
GAAP), including but not limited to cash distributions or material decreases in
the net assets of IntelliLink except those occurring in the ordinary course of
business;

(b) suffered any damage, destruction or loss, whether covered by
insurance or not, materially and adversely affecting its properties or business;

(c) granted or agreed to make any increase in the compensation
payable or to become payable by IntelliLink to its officers or employees, except
those occurring in the ordinary course of business;

(d) declared, set aside or paid any dividend or made any other
distribution on or in respect of the shares of the capital stock of IntelliLink
or declared any direct or indirect redemption, retirement, purchase or other
acquisition by IntelliLink of such shares;

(e) issued any shares of capital stock of IntelliLink or any
warrants, rights, options or entered into any commitment relating to the shares
of IntelliLink except for the issuance of IntelliLink Shares pursuant to the
exercise of outstanding options;

(f) sold, assigned, transferred, licensed or otherwise disposed
of any patent, trademark, trade name, brand name, copyright (or pending
application for any patent, trademark or copyright) invention, work of
authorship, process, know-how, formula or trade secret or interest thereunder or
other intangible asset except in the ordinary course of its business;

(g) agreed to take any action described in this Section 3.7
outside of its ordinary course of business or which would constitute a breach of
any of the representations contained in this Agreement.

<PAGE>

(h) Since December 31, 1995, IntelliLink shall not have incurred
a decline in its net book value in excess of ten percent (10%).

3.8 TITLE AND RELATED MATTERS. IntelliLink has good and marketable
title to all the properties, interests in properties and assets, real and
personal, reflected in the IntelliLink Financial Statements or acquired after
the date of the IntelliLink Financial Statements (except properties, interests
in properties and assets sold or otherwise disposed of since the date of the
IntelliLink Financial Statements in the ordinary course of business), free and
clear of all mortgages, liens, pledges, charges or encumbrances of any kind or
character, except the lien of current taxes not yet due and payable and except
for liens which in the aggregate do not secure more than Ten Thousand Dollars
($10,000) in liabilities. The equipment of IntelliLink used in the operation of
its business is in good operating condition and repair. To IntelliLink's
knowledge, all real or personal property leases to which IntelliLink is a party
are valid, binding, enforceable obligations of IntelliLink effective in
accordance with their respective terms. There is not under any of such leases
any existing material default or event of default or event which, with notice or
lapse of time or both, would constitute a material default. Exhibit 3 contains
a description of all real and personal property leased or owned by IntelliLink,
identifying such property and, in the case of real property, stating the monthly
rental due, term of lease and square feet leased. True and correct copies of
IntelliLink's leases have been provided to Puma or its representatives.

3.9 PROPRIETARY RIGHTS.

(a) IntelliLink owns all right, title and interest in and to, or
valid licenses for use of, all patents, copyrights, technology, software,
software tools, know-how, processes, trade secrets, trademarks, service marks,
trade names and other proprietary rights used in or necessary for the conduct of
IntelliLink's business as conducted to the date hereof or contemplated, free and
clear of all liens, claims and encumbrances (including, without limitation,
distribution rights) (all of which are referred to as "IntelliLink Proprietary
Rights") and IntelliLink has the right to transfer all such rights to Sub and
Puma. The foregoing representation as it relates to third party technology
licensed by IntelliLink is limited to IntelliLink's interest pursuant to the
third party licenses entered into by IntelliLink, all of which are valid and
enforceable and in full force and effect and which grant IntelliLink such rights
to such third party technology as are employed in or necessary to the business
of IntelliLink as conducted or proposed to be conducted. All of IntelliLink's
trademark or trade name registrations are valid and in full force and effect;
and consummation of the transactions contemplated hereby will not alter or
impair any such rights. No claims have been asserted against IntelliLink (and
IntelliLink is not aware of any claims which are likely to be asserted against
IntelliLink or which have been asserted against others) by any person
challenging IntelliLink's use, possession, manufacture, sale or distribution of
products of IntelliLink under any patents, trademarks, trade names, copyrights,
trade secrets, software, technology, know-how or processes utilized by
IntelliLink or challenging or questioning the validity or effectiveness of any
license or agreement relating thereto. To IntelliLink's knowledge, the use or
exploitation of any patents, trademarks, trade names, copyrights, software,
technology, know-how or processes by IntelliLink in its current business does
not infringe on the rights of, constitute misappropriation of, or in any way
involve unfair competition with respect to, any proprietary information or
intangible property right of any third person or entity, including without
limitation any patent, trade secret, copyright, trademark or trade name.

(b) To IntelliLink's knowledge, no employee of IntelliLink is in
violation of any term of any employment contract, patent disclosure agreement or
any other contract or agreement relating to the relationship of any such
employee with IntelliLink or, to IntelliLink's knowledge, any other party
because of the nature of the business conducted by IntelliLink or proposed to be
conducted by IntelliLink.

(c) Each person presently or previously employed by IntelliLink
(including independent contractors, if any) with access to confidential
information has executed a confidentiality and non-disclosure agreement pursuant
to the form of agreement previously provided to Puma or its

<PAGE>

representatives. Such confidentiality and non-disclosure agreements
constitute valid and binding obligations of IntelliLink and such person,
enforceable in accordance with their respective terms. To IntelliLink's
knowledge, neither the execution or delivery of such agreements, nor the
carrying on of IntelliLink's business as employees by such persons, nor the
conduct of IntelliLink's business as currently anticipated, will conflict
with or result in a breach of the terms, conditions or provisions of or
constitute a default under any contract, covenant or instrument under which
any of such persons is obligated.

3.10 EMPLOYEE BENEFIT PLANS. There is no unfunded prior service cost
with respect to any bonus, deferred compensation, pension, profit-sharing,
retirement, stock purchase, stock option, or other employee benefit or fringe
benefit plans, whether formal or informal, maintained by IntelliLink. Each
bonus, deferred compensation, pension, profit-sharing, retirement, stock
purchase, stock option, and other employee benefit or fringe benefit plans,
whether formal or informal, maintained by IntelliLink conforms to all applicable
requirements of the Employees Retirement Income Security Act of 1974.

3.11 BANK ACCOUNTS. Exhibit 3 sets forth the names and locations of
all banks, trusts, companies, savings and loan associations, and other financial
institutions at which IntelliLink maintains accounts of any nature and the names
of all persons authorized to draw thereon or make withdrawals therefrom.

3.12 CONTRACTS.

(a) Except as set forth in Exhibit 3, IntelliLink has (i) no
agreements, contracts or commitments that provide for the sale, licensing or
distribution by IntelliLink of any of its products, inventions, technology,
know-how, trademarks or trade names except in the ordinary course of its
business, (ii) no agreements, contracts or commitments that call for fixed
and/or contingent payments or expenditures by or to IntelliLink or (iii) no
agreements that grant to any third party (including, without limitation, OEMs
and site license customers) any rights to reproduce or manufacture any products
of IntelliLink, or any exclusive rights of any kind with respect to any of the
products of IntelliLink or any right to market any products of IntelliLink under
any "private label" or "OEM" arrangements pursuant to which IntelliLink is not
identified as the source of such goods. True and correct copies of each
document or instrument described in Exhibit 3 pursuant to this Section 3.12 have
been made available to Puma or its representatives.

(b) All material contracts, agreements and instruments to which
IntelliLink is a party are valid, binding, in full force and effect, and
enforceable by IntelliLink in accordance with their respective terms.
IntelliLink has not received any notice from any party to any such material
contract, agreement or instrument that such party intends to cancel, withdraw,
modify or amend such contract, agreement or arrangement.

(c) IntelliLink is not in default under or in breach or
violation of, nor, to IntelliLink's knowledge, is there any valid basis for any
claim of default by IntelliLink under, or breach or violation by IntelliLink of,
any contract, commitment or restriction to which IntelliLink is a party or to
which it or any of its properties is bound, where such defaults, breaches, or
violations would, in the aggregate, have a Material Adverse Effect. To
IntelliLink's knowledge, no other party is in default under or in breach or
violation of, any material contract, commitment, or restriction to which
IntelliLink is bound or by which any of its properties is bound, where such
defaults, breaches, or violations would, in the aggregate, have a material
adverse effect on the operations, assets, financial condition or prospects of
IntelliLink.

(d) All agreements, contracts and commitments (the "Material
Contracts") listed or described in Exhibit 3 pursuant to this Section 3.12 will
be the property of the Surviving Corporation following the Merger without
further action by the Surviving Corporation or Puma. If any of the Material
Contracts will not be the property of the Surviving Corporation following the

<PAGE>

Merger, then IntelliLink has described in Exhibit 3 such action as is necessary
for assumption of the Material Contract by the Surviving Corporation.

3.13 COMPLIANCE WITH LAW. IntelliLink is in compliance with all
applicable laws and regulations except where such failure would not have a
material adverse effect on its business. Neither IntelliLink nor, to
IntelliLink's knowledge, any of its employees has directly or indirectly paid or
delivered any fee, commission or other sum of money or item of property, however
characterized, to any finder, agent, government official or other party in the
United States or any other country, that was or is in violation of any federal,
state, or local statute or law or of any statute or law of any other country
having jurisdiction. IntelliLink has not participated directly or indirectly in
any boycotts or other similar practices affecting any of its customers.
IntelliLink has complied at all times with any and all applicable federal, state
and foreign laws, rules, regulations, proclamations and orders relating to the
importation or exportation of its products.

3.14 LABOR DIFFICULTIES; NO DISCRIMINATION. IntelliLink is not
engaged in any unfair labor practice and is not in material violation of any
applicable laws respecting employment and employment practices, terms and
conditions of employment, and wages and hours. There is no unfair labor
practice complaint against IntelliLink actually pending or to IntelliLink's
knowledge threatened before the National Labor Relations Board. IntelliLink has
not experienced any material work stoppage or other material labor difficulty.
There is and has been no claim against IntelliLink based on actual or alleged
race, age, sex, disability or other harassment or discrimination, or similar
tortious conduct, nor, to IntelliLink's knowledge, is there any basis for any
such claim.

3.15 INSIDER TRANSACTIONS. Except as provided in Exhibit 3, no
Affiliate of IntelliLink is indebted to IntelliLink, nor is IntelliLink indebted
to any of its Affiliates. Further, the indebtedness balances described in
Exhibit 3 represent the full and entire indebtedness balances between each of
the Founders and IntelliLink.

3.16 EMPLOYEES, INDEPENDENT CONTRACTORS AND CONSULTANTS. IntelliLink
has no currently effective consulting, independent contractor and/or employment
agreements and other material agreements concluded with individual employees,
independent contractors or consultants of IntelliLink. All salaries and wages
paid by IntelliLink are in compliance with applicable federal, state and local
laws.

3.17 INSURANCE. Exhibit 3 contains a list of all policies of fire,
liability and other forms of insurance held by IntelliLink.

3.18 LITIGATION. There are no suits, actions or proceedings pending
or, to IntelliLink's knowledge, threatened against or affecting IntelliLink or
which questions or challenges the validity of this Agreement. There is no
judgment, decree, injunction, rule or order of any court, governmental
department, commission, agency, instrumentality or arbitrator outstanding
against IntelliLink.

3.19 GOVERNMENTAL AUTHORIZATIONS AND REGULATIONS. All licenses,
franchises, permits and other governmental authorizations held by IntelliLink
and material to its business are valid and sufficient for the business presently
carried on by IntelliLink. The business of IntelliLink is not being conducted
in violation of any law, ordinance or regulation of any governmental entity,
except for violations which either singly or in the aggregate do not and will
not have a material adverse effect on the operations, assets or financial
condition of IntelliLink.

3.20 SUBSIDIARIES. IntelliLink has no subsidiaries. IntelliLink does
not own or control (directly or indirectly) any capital stock, bonds or other
securities of, and does not have any proprietary interest in, any other
corporation, general or limited partnership, firm, association or business
organization, entity or enterprise, and IntelliLink does not control (directly
or indirectly) the

<PAGE>

management or policies of any other corporation, partnership, firm,
association or business organization, entity or enterprise.

3.21 COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS. IntelliLink has
obtained all material permits, licenses and other authorizations which are
required under federal, state and local laws relating to pollution or
protection of the environment, including laws or provisions relating to
emissions, discharges, releases or threatened releases of pollutants,
contaminants, or hazardous or toxic materials, substances, or wastes into
air, surface water, groundwater, or land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport, or handling of pollutants, contaminants or hazardous or toxic
materials, substances, or wastes. Except as set forth in Exhibit 3,
IntelliLink is in material compliance with all terms and conditions of the
required permits, licenses and authorizations. Except as set forth in Exhibit
3, IntelliLink is not aware of, nor has IntelliLink received notice of, any
conditions, circumstances, activities, practices, incidents, or actions which
may form the basis of any claim, action, suit, proceeding, hearing, or
investigation of, by, against or relating to IntelliLink, based on or related
to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport, or handling, or the emission, discharge, release or
threatened release into the environment, of any pollutant, contaminant, or
hazardous or toxic substance, material or waste.

3.22 CORPORATE DOCUMENTS. IntelliLink has furnished to Puma for its
examination: (i) copies of its Articles of Incorporation and Bylaws; (ii) its
Minute Book containing all records required to be set forth of all proceedings,
consents, actions, and meetings of the shareholders, the board of directors and
any committees thereof; (iii) all permits, orders, and consents issued by any
regulatory agency with respect to IntelliLink, or any securities of IntelliLink,
and all applications for such permits, orders, and consents; and (iv) the stock
transfer books of IntelliLink setting forth all transfers of any capital stock.
The corporate minute books, stock certificate books, stock registers and other
corporate records of IntelliLink are complete and accurate in all material
respects, and the signatures appearing on all documents contained therein are
the true signatures of the persons purporting to have signed the same. All
actions reflected in such books and records were duly and validly taken in
compliance with the laws of the applicable jurisdiction.

3.23 NO BROKERS. Neither IntelliLink nor, to IntelliLink's knowledge,
any IntelliLink shareholder is obligated for the payment of fees or expenses of
any broker or finder in connection with the origin, negotiation or execution of
this Agreement or the Agreement of Merger or in connection with any transaction
contemplated hereby or thereby.

3.24 DISCLOSURE. No statements by IntelliLink contained in this
Agreement and the Exhibits attached hereto, any other Transaction Document or
any written statement or certificate furnished or to be furnished pursuant
hereto or in connection with the transactions contemplated hereby and thereby
(when read together) contains any untrue statement of a material fact or omits
to state a material fact necessary in order to make the statements contained
herein or therein not misleading in light of the circumstances under which they
were made.

3.25 FOUNDERS INVESTMENT REPRESENTATIONS. Each Founder understands
that the Merger Shares have not been registered under the Securities Act, and
that they are being offered and sold pursuant to an exemption from registration
contained in the Securities Act based in part upon the representations of the
Founders contained herein. Each Founder hereby, severally and not jointly,
represents and warrants to and agrees with the Company as follows:

(a) The Merger Shares are being acquired for such Founder's own
account, for investment and not with a view to, or for resale in connection
with, any distribution or public offering thereof within the meaning of the
Securities Act or California Corporations Code of 1968, as amended (the
"California Law") or the securities laws of any other state applicable to such
Founder. If such Founder is an entity, such Founder represents that it was not
formed for the purpose of acquiring the Merger Shares.

<PAGE>

(b) Such Founder understands that the Merger Shares have not
been registered under the Securities Act by reason of their issuance in a
transaction exempt from the registration and prospectus delivery requirements of
the Securities Act, that the Company has no present intention of registering the
Merger Shares, that the Merger Shares must be held by such Founder indefinitely,
and that such Founder must therefore bear the economic risk of such investment
indefinitely, unless a subsequent disposition thereof is registered under the
Securities Act or is exempt from registration. Such Founder further understands
that the Merger Shares have not been qualified under the California Law by
reason of their issuance in a transaction exempt from the qualification
requirements of the California Law pursuant to Section 25102(f) thereof, which
exemption depends upon, among other things, the bona fide nature of such
Founder's investment intent expressed above.

(c) During the negotiation of the transactions contemplated
herein, such Founder and its representatives have been afforded access as
requested by such Founder and its representatives to corporate books, records,
contracts, documents and other information concerning the Company and to its
offices and facilities, have been afforded an opportunity to ask such questions
of the Company's officers, employees, agents and representatives concerning the
Company's business, operations, financial condition, assets, liabilities and
other relevant matters as they have deemed necessary or desirable, and have been
given all such information as has been requested in order to evaluate the merits
and risks of the prospective investments contemplated herein.

(d) Such Founder and such Founder's representatives have been
solely responsible for such Founder's own "due diligence" investigation of the
Company and the Company's management and business, for such Founder's own
analysis of the merits and risks of this investment, and for such Founder's own
analysis of the fairness and desirability of the terms of the investment. In
taking any action or performing any role relative to the arranging of the
proposed investment, such Founder has acted solely in such Founder's own
interest, and neither such Founder (nor any of such Founder's agents or
employees) has acted as an agent of the Company. Such Founder has such
knowledge and experience in financial and business matters that such Founder is
capable of evaluating the merits and risks of the purchase of the Merger Shares
pursuant to the terms of the Agreement and of protecting such Founder's
interests in connection therewith.

(e) Such Founder is able to bear the economic risk of the
purchase of the Merger Shares pursuant to the terms of the Agreement, including
a complete loss of such Founder's investment in the Merger Shares.

(f) Such Founder has the full right, power, authority and
capacity to enter into and perform such Founder's obligations under the
Agreement and the Ancillary Agreements, and the Agreement and the Ancillary
Agreements constitute valid and binding obligations of such Founder.

(g) No consent, approval or authorization of or designation,
declaration or filing with any governmental authority on the part of such
Founder is required in connection with the valid execution and delivery of the
Agreement and the Ancillary Agreements, except for filings, if any, required
under applicable United States federal and state securities laws and other
governmental laws of the United States.

(h) Such Founder knows of no public solicitations or
advertisements made by any Founder or prospective purchaser in connection with
the offer and sale of the Merger Shares.

(i) Such Founder has not retained any person to act on its
behalf, nor has any person contended that such person was so retained, to assist
the Company as its broker or finder in connection with the transactions
contemplated by the Agreement.

<PAGE>

4. REPRESENTATIONS AND WARRANTIES OF PUMA AND SUB. Except as otherwise
set forth in the "Puma and Sub Disclosure Schedule" provided to IntelliLink on
or before ______________, 1996 and attached as Exhibit 4 hereto, Puma and Sub
represent and warrant to IntelliLink as set forth below. No fact or
circumstance disclosed to IntelliLink shall constitute an exception to these
representations and warranties unless such fact or circumstance is set forth in
Exhibit 4 or such supplements thereto as may mutually be agreed upon in writing
by Puma and Sub and IntelliLink. Whenever the term "enforceable in accordance
with its terms" or like expression is used, it is understood that excepted
therefrom are any limitations on enforceability under applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
affecting the enforcement of creditor's rights.

4.1 ORGANIZATION. Puma is a corporation duly organized, validly
existing and in good standing under the laws of the State of California and have
corporate power and authority to carry on their businesses as they are now being
conducted. Puma is duly qualified or licensed to do business and in good
standing in each jurisdiction in which the nature of their businesses or
properties makes such qualification or licensing necessary except where the
failure to be so qualified would not have a material adverse effect on the
business of Puma. Puma has no employees or offices in any state other than
California.

4.2 CAPITALIZATION.

(a) The authorized capital of Puma consists of, or will consist
prior to the Closing:

(i) PREFERRED STOCK. 3,500,000 shares of preferred stock,
2,000,000 shares of which have been designated Series A Preferred Stock, of
which 1,468,977 shares are issued and outstanding, and 1,500,000 shares of which
have been designated Series B Preferred Stock, of which 1,151,057 shares are
issued and outstanding. The rights, privileges and preferences of the Preferred
Stock are as stated in Puma's Amended and Restated Articles of Incorporation as
filed on February 9, 1995. As of the date hereof and Effective Time, each
outstanding share of Series A Preferred Stock and Series B Preferred Stock is,
and shall be, convertible into two shares of Common Stock and one share of
Common Stock, respectively.

(ii) COMMON STOCK. 10,000,000 shares of common stock
("Common Stock"), of which 3,297,500 shares are issued and outstanding.

(b) The authorized capital of Sub consists, or will consist
prior to the Closing, of 1,000 shares of common stock, 100 shares of which
shares are issued and outstanding and are owned by Puma.

(c) Other than as set forth on Exhibit 4, Puma and Sub do not
have outstanding any preemptive or subscription rights, options, warrants,
rights to convert or exchange, capital stock equivalents, or other rights to
purchase or otherwise acquire any of Puma's or Sub's capital stock or other
securities.

(d) All of the issued and outstanding shares of Puma's and Sub's
capital stock have been duly authorized, validly issued, are fully paid and
nonassessable, and such capital stock, and all warrants and options to purchase
capital stock of Puma or Sub, have been issued in full compliance with all
applicable federal and state securities laws. None of Puma's or Sub's issued
and outstanding shares of capital stock, or options or rights to purchase
capital stock of Puma or Sub, is subject to repurchase or redemption rights.
There have not been and are not outstanding any adjustments made or required to
be made to the conversion prices set forth in Puma's or Sub's current Articles
of Incorporation. All of Puma's and Sub's options have been issued in
accordance with its current stock option plan and in accordance with all
applicable state securities laws.

<PAGE>

(e) Except for any restrictions imposed by applicable state and
federal securities laws, there is no right of first refusal, option, or other
restriction on transfer applicable to any shares of Puma's or Sub's capital
stock.

(f) Puma and Sub are not under any obligation to register under
the Securities Act any shares of its capital stock or any other of its
securities that might be issued in the future if the Merger were not
consummated.

(h) Puma and Sub are not parties or subject to any agreement or
understanding (and, to Puma's and Sub's knowledge, there is no agreement or
understanding between or among any persons) that affects or relates to the
voting or giving of written consent with respect to any security.

4.3 POWER, AUTHORITY AND VALIDITY. Puma and Sub have the corporate
power to enter into this Agreement and the other Ancillary Documents to which
they are a party and to carry out their obligations hereunder and thereunder.
The execution and delivery of this Agreement and the Ancillary Documents and the
consummation of the transactions contemplated hereby and thereby have been duly
authorized by the Boards of Directors and, on the Closing Date, by the
shareholders of Puma and Sub and no other corporate proceedings on the part of
Puma and Sub are necessary to authorize this Agreement, the other Ancillary
Documents and the transactions contemplated herein and therein. Puma and Sub
are not subject to or obligated under any charter, bylaw or contract provision
or any license, franchise or permit, or subject to any order or decree, which
would be breached or violated by or in conflict with their executing and
carrying out this Agreement and the transactions contemplated hereunder and
under the Ancillary Documents. Except for (i) the filing of an agreement merger
with the Secretary of State of the State of California and the Secretary of
State of the State of New Hampshire and appropriate documents with the relevant
authorities of other states in which Sub is qualified to do business, and
(ii) filings under applicable securities laws, no consent of any person who is a
party to a contract which is material to Puma's business, nor consent of any
governmental authority, is required to be obtained on the part of Puma to permit
the transactions contemplated herein and continue the business activities of
Puma as previously conducted by Puma without material adverse change. This
Agreement is, and the other Ancillary Documents when executed and delivered by
Puma and Sub shall be, the valid and binding obligations of Puma and Sub
enforceable in accordance with their respective terms.

4.4 FINANCIAL STATEMENTS.

(a) Puma has delivered to IntelliLink copies of Puma's audited
balance sheet as of July 31, 1995 and statements of operations, shareholders'
equity and cash flow for the period then-ended, and copies of Puma's unaudited
balance sheet as of October 31, 1995 and January 31, 1996 and statements of
operations, shareholder's equity and cash flow for the periods then ended
(collectively, the "Puma Financial Statements").

(b) The Puma Financial Statements are complete and in accordance
with the books and records of Puma and present fairly the financial position of
Puma as of their historical dates. The Puma Financial Statements have been
prepared in accordance with GAAP applied on a basis consistent with prior
periods. Except and to the extent reflected or reserved against in such balance
sheets (including the notes thereto), Puma does not have, as of the dates of
such balance sheets, any liabilities or obligations (absolute or contingent) of
a nature required or customarily reflected in a balance sheet (or the notes
thereto) prepared in accordance with GAAP. The reserves, if any, reflected on
the Puma Financial Statements are adequate in light of the contingencies with
respect to which they are made.

(c) Puma has no debt, liability, or obligation of any nature,
whether accrued, absolute, contingent, or otherwise, and whether due or to
become due, that is not reflected or reserved against in the Puma Financial
Statements, except for those (i) that may have been incurred

<PAGE>

after the date of the Puma Financial Statements, (ii) that are not required
by GAAP to be included in a balance sheet or the notes thereto or (iii) that
do not exceed Thirty Thousand Dollars ($30,000), except that Puma has not
established any reserves with respect to the costs and fees associated with
this Agreement, the other Ancillary Documents, and the transactions
contemplated hereby and thereby. All material debts, liabilities, and
obligations incurred after the date of the Puma Financial Statements were
incurred in the ordinary course of business, and are usual and normal in
amount both individually and in the aggregate.

4.5 TAX MATTERS. Puma and Sub have fully and timely, properly and
accurately filed all tax returns and reports required to be filed by them,
including all federal, foreign, state and local tax returns and estimates for
all years and periods (and portions thereof) for which any such returns, reports
or estimates were due. All such returns, reports and estimates were prepared in
the manner required by applicable law. All income, sales, use, occupation,
property or other taxes or assessments due from Puma or Sub have been paid.
There are no pending assessments, asserted deficiencies or claims for additional
taxes that have not been paid. The reserves for taxes, if any, reflected on the
Puma Financial Statements are adequate and there are no tax liens on any
property or assets of Puma. There have been no audits or examinations of any
tax returns or reports by any applicable governmental agency. No state of facts
exists or has existed which would constitute grounds for the assessment of any
penalty or of any further tax liability beyond that shown on the respective tax
reports, returns or estimates. There are no outstanding agreements or waivers
extending the statutory period of limitation applicable to any federal, state or
local income tax return or report for any period. All taxes which Puma and Sub
have been required to collect or withhold have been duly withheld or collected
and, to the extent required, have been paid to the proper taxing authority.
Puma and Sub are not currently under any contractual obligation to pay any tax
obligations of, or with respect to any transaction relating to, any other person
or to indemnify any other person with respect to any tax.

4.6 TAX FREE REORGANIZATION.

(a) Neither Puma nor, to its knowledge, any Puma shareholder has
taken or agreed to take any action that would prevent the Merger from
constituting a reorganization qualifying under the provisions of Section 368(a)
of the Code.

(b) Puma is not an investment company as defined in
Section 368(a)(2)(F)(iii) and (iv) of the Code.

4.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since January 31, 1996,
Puma has not:

(a) suffered any material adverse change in its financial
condition or in the operations of its business, nor any material adverse changes
in its balance sheet, (with the Puma Financial Statements and any subsequent
balance sheet analyzed as if each had been prepared according to GAAP), and
including but not limited to cash distributions or material decreases in the net
assets of Puma and Sub except those occurring in the ordinary course of
business;

(b) suffered any damage, destruction or loss, whether covered by
insurance or not, materially and adversely affecting its properties or business;

(c) granted or agreed to make any increase in the compensation
payable or to become payable by Puma and Sub to its officers or employees,
except those occurring in the ordinary course of business;

(d) declared, set aside or paid any dividend or made any other
distribution on or in respect of the shares of the capital stock of Puma and Sub
or declared any direct or indirect redemption, retirement, purchase or other
acquisition by Puma and Sub of such shares;

<PAGE>

(e) issued any shares of capital stock of Puma or Sub or any
warrants, rights, options or entered into any commitment relating to the shares
of Puma and Sub except for the issuance of Puma Shares occurring in the ordinary
course of business or the issuance of Puma shares pursuant to the exercise of
outstanding options;

(g) agreed to take any action described in this Section 4.7 or
outside of its ordinary course of business or which would constitute a breach of
any of the representations contained in this Agreement.

4.8 TITLE AND RELATED MATTERS. Puma has good and marketable title to
all the properties, interests in properties and assets, real and personal,
reflected in the Puma Financial Statements or acquired after the date of the
Puma Financial Statements (except properties, interests in properties and assets
sold or otherwise disposed of since the date of the Puma Financial Statements in
the ordinary course of business), free and clear of all mortgages, liens,
pledges, charges or encumbrances of any kind or character, except the lien of
current taxes not yet due and payable and except for liens which in the
aggregate do not secure more than Thirty Thousand Dollars ($30,000) in
liabilities. The equipment of Puma used in the operation of its business is in
good operating condition and repair. To Puma's knowledge, all real or personal
property leases to which Puma is a party are valid, binding, enforceable
obligations of Puma effective in accordance with their respective terms. There
is not under any of such leases any existing material default or event of
default or event which, with notice or lapse of time or both, would constitute a
material default.

4.9 PROPRIETARY RIGHTS.

(a) Puma owns all right, title and interest in and to, or
valid licenses for use of, all patents, copyrights, technology, software,
software tools, know-how, processes, trade secrets, trademarks, service
marks, trade names and other proprietary rights used in or necessary for the
conduct of Puma's business as conducted to the date hereof or contemplated,
free and clear of all liens, claims and encumbrances (including without
limitation distribution rights) (all of which are referred to as "Puma
Proprietary Rights"). The foregoing representation as it relates to third
party technology licensed by Puma is limited to Puma's interest pursuant to
the third party licenses entered into by Puma, all of which are valid and
enforceable and in full force and effect and which grant Puma such rights to
such third party technology as are employed in or necessary to the business
of Puma as conducted or proposed to be conducted. All of Puma's trademark
or trade name registrations and all of Puma's copyrights are valid and in
full force and effect; and consummation of the transactions contemplated
hereby will not alter or impair any such rights. No claims have been asserted
against Puma (and Puma is not aware of any claims which are likely to be
asserted against Puma or which have been asserted against others) by any
person challenging Puma's use, possession, manufacture, sale or distribution
of products of Puma under any patents, trademarks, trade names, copyrights,
trade secrets, software, technology, know-how or processes utilized by Puma
or challenging or questioning the validity or effectiveness of any license or
agreement relating thereto. To Puma's knowledge, the use or exploitation of
any patents, trademarks, trade names, copyrights, software, technology,
know-how or processes by Puma in its current business does not infringe on
the rights of, constitute misappropriation of, or in any way involve unfair
competition with respect to, any proprietary information or intangible
property right of any third person or entity, including without limitation
any patent, trade secret, copyright, trademark or trade name.

<PAGE>

(b) To Puma's knowledge, no employee of Puma is in violation of
any term of any employment contract, patent disclosure agreement or any other
contract or agreement relating to the relationship of any such employee with
Puma or, to Puma's knowledge, any other party because of the nature of the
business conducted by Puma or proposed to be conducted by Puma.

(c) Each person presently or previously employed by Puma
(including independent contractors, if any) with access to confidential
information has executed a confidentiality and non-disclosure agreement pursuant
to the form of agreement previously provided to IntelliLink or its
representatives. Such confidentiality and non-disclosure agreements constitute
valid and binding obligations of Puma and such person, enforceable in accordance
with their respective terms. To Puma's knowledge, neither the execution or
delivery of such agreements, nor the carrying on of Puma's business as employees
by such persons, nor the conduct of Puma's business as currently anticipated,
will conflict with or result in a breach of the terms, conditions or provisions
of or constitute a default under any contract, covenant or instrument under
which any of such persons is obligated.

4.10 EMPLOYEE BENEFIT PLANS. There is no unfunded prior service cost
with respect to any bonus, deferred compensation, pension, profit-sharing,
retirement, stock purchase, stock option, or other employee benefit or fringe
benefit plans, whether formal or informal, maintained by Puma. Each bonus,
deferred compensation, pension, profit-sharing, retirement, stock purchase,
stock option, and other employee benefit or fringe benefit plans, whether formal
or informal, maintained by Puma conforms to all applicable requirements of the
Employees Retirement Income Security Act of 1974.

4.11 CONTRACTS.

(a) Except as set forth in Exhibit 4, Puma has (i) no
agreements, contracts or commitments that provide for the sale, licensing or
distribution by Puma of any of its products, inventions, technology, know-how,
trademarks or trade names except in the ordinary course of its business, (ii) no
agreements, contracts or commitments that call for fixed and/or contingent
payments or expenditures by or to Puma or (iii) no agreements that grant to any
third party (including, without limitation, OEMs and site license customers) any
rights to reproduce or manufacture any of its products, or any exclusive rights
of any kind with respect to any of the products of Puma or any right to market
any of its products under any "private label" or "OEM" arrangements pursuant to
which Puma is not identified as the source of such goods. True and correct
copies of each document or instrument described in Exhibit 4 pursuant to this
Section 4.11(a) have been made available to IntelliLink and its representatives.

(b) All material contracts, agreements and instruments to which
Puma is a party are valid, binding, in full force and effect, and enforceable by
Puma in accordance with their respective terms. Puma has not received any notice
from any party to any such material contract, agreement or instrument that such
party intends to cancel, withdraw, modify or amend such contract, agreement or
arrangement.

(c) Puma is not in default under or in breach or violation of,
nor, to Puma's knowledge, is there any valid basis for any claim of default by
Puma under, or breach or violation by Puma of, any contract, commitment or
restriction to which Puma is a party or to which it or any of its properties is
bound, where such defaults, breaches, or violations would, in the aggregate,
have a material adverse effect on the business of Puma. To Puma's knowledge, no
other party is in default under or in breach or violation of, any material
contract, commitment, or restriction to which Puma is bound or by which any of
its properties is bound, where such defaults, breaches, or violations would, in
the aggregate, have a material adverse effect on the operations, assets,
financial condition or prospects of Puma.

(d) Sub was formed soley for the purposes of effecting the
Merger and has not and will not enter into any material agreements outside of
this Agreement and the Ancillary Documents.

<PAGE>

4.12 COMPLIANCE WITH LAW. Puma is in compliance with all applicable
laws and regulations except where such failure would not have a material adverse
effect on the business of Puma. Neither Puma nor, to Puma's knowledge, any of
its employees has directly or indirectly paid or delivered any fee, commission
or other sum of money or item of property, however characterized, to any finder,
agent, government official or other party in the United States or any other
country, that was or is in violation of any federal, state, or local statute or
law or of any statute or law of any other country having jurisdiction. Puma has
not participated directly or indirectly in any boycotts or other similar
practices affecting any of its customers. Puma has complied at all times with
any and all applicable federal, state and foreign laws, rules, regulations,
proclamations and orders relating to the importation or exportation of its
products.

4.13 LABOR DIFFICULTIES; NO DISCRIMINATION. Puma is not engaged in
any unfair labor practice and is not in material violation of any applicable
laws respecting employment and employment practices, terms and conditions of
employment, and wages and hours. There is no unfair labor practice complaint
against Puma actually pending or, to Puma's knowledge, threatened before the
National Labor Relations Board. Puma has not experienced any material work
stoppage or other material labor difficulty. There is and has been no claim
against Puma based on actual or alleged race, age, sex, disability or other
harassment or discrimination, or similar tortious conduct, nor, to Puma's
knowledge, is there any basis for any such claim.

4.14 EMPLOYEES, INDEPENDENT CONTRACTORS AND CONSULTANTS. Puma has no
currently effective consulting, independent contractor and/or employment
agreements and other material agreements concluded with individual employees,
independent contractors or consultants of Puma. All salaries and wages paid by
Puma are in compliance with applicable federal, state and local laws. Puma
shall disclose in writing to IntelliLink the annual rate of compensation,
including bonuses and other payments of any kind of all employees.

4.15 LITIGATION. There are no suits, actions or proceedings pending
or, to Puma and Sub's knowledge, threatened against or affecting Puma or which
questions or challenges the validity of this Agreement. There is no judgment,
decree, injunction, rule or order of any court, governmental department,
commission, agency, instrumentality or arbitrator outstanding against Puma.

4.16 GOVERNMENTAL AUTHORIZATIONS AND REGULATIONS. All licenses,
franchises, permits and other governmental authorizations held by Puma and
material to its business are valid and sufficient for the business presently
carried on by Puma. The business of Puma is not being conducted in violation of
any law, ordinance or regulation of any governmental entity, except for
violations which either singly or in the aggregate do not and will not have a
material adverse effect on the operations, assets or financial condition of
Puma.

4.17 SUBSIDIARIES. Puma and Sub have no subsidiaries other than as
disclosed herein. Puma and Sub do not own or control (directly or indirectly)
any capital stock, bonds or other securities of, and does not have any
proprietary interest in, any other corporation, general or limited partnership,
firm, association or business organization, entity or enterprise, and Puma and
Sub do not control (directly or indirectly) the management or policies of any
other corporation, partnership, firm, association or business organization,
entity or enterprise.

4.18 COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS. Puma has obtained
all material permits, licenses and other authorizations which are required under
federal, state and local laws relating to pollution or protection of the
environment, including laws or provisions relating to emissions, discharges,
releases or threatened releases of pollutants, contaminants, or hazardous or
toxic materials, substances, or wastes into air, surface water, groundwater, or
land, or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport, or handling of pollutants, contaminants
or hazardous or toxic materials, substances, or wastes. Except as set forth in
Exhibit 4, Puma is in material compliance with all terms and conditions of the
required permits, licenses and authorizations. Except as set forth in Exhibit
4, Puma is not aware of, nor has

<PAGE>

Puma received notice of, any conditions, circumstances, activities,
practices, incidents, or actions which may form the basis of any claim,
action, suit, proceeding, hearing, or investigation of, by, against or
relating to Puma, based on or related to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport, or handling, or
the emission, discharge, release or threatened release into the environment,
of any pollutant, contaminant, or hazardous or toxic substance, material or
waste.

4.19 NO BROKERS. Neither Puma and Sub nor, to Puma's and Sub's
knowledge, any Puma and Sub shareholder is obligated for the payment of fees or
expenses of any broker or finder in connection with the origin, negotiation or
execution of this Agreement or the Agreement of Merger or in connection with any
transaction contemplated hereby or thereby.

4.20 DISCLOSURE. No statements by Puma and Sub contained in this
Agreement and the Exhibits attached hereto, any other Transaction Document or
any written statement or certificate furnished or to be furnished pursuant
hereto or in connection with the transactions contemplated hereby and thereby
(when read together) contains any untrue statement of a material fact or omits
to state a material fact necessary in order to make the statements contained
herein or therein not misleading in light of the circumstances under which they
were made.

5. PRECLOSING COVENANTS OF INTELLILINK AND PUMA.

5.1 MATERIAL CONSENTS. IntelliLink shall exert reasonable, good
faith commercial efforts to obtain any and all consents necessary for the
assumption of the Material Contracts by Surviving Corporation concurrent with
the Merger as described in Exhibit 3 pursuant to Section 3.12 (the "Material
Consents"). Puma and Sub agree to cooperate, as reasonably requested, in
obtaining the Material Consents.

5.2 CONDUCT OF INTELLILINK BUSINESS. IntelliLink will conduct its
business only in the normal and ordinary course and, without the prior written
consent of Puma, IntelliLink will not:

(a) except for the issuance of shares of capital stock of
IntelliLink upon exercise of outstanding options, warrants or notes described in
Exhibit 3, issue or sell, or contract to issue or sell, any shares of capital
stock of IntelliLink or any of its subsidiaries or any securities convertible
into or exchangeable for shares of capital stock of IntelliLink or any of its
subsidiaries or securities, warrants, options or rights to purchase any of the
foregoing;

(b) purchase or redeem any shares of capital stock or other
securities of IntelliLink;

(c) declare or pay any dividends or agree to make any other
distribution with respect to any shares of capital stock of IntelliLink;

(d) amend the Articles of Incorporation or Bylaws of
IntelliLink;

(e) enter into, terminate or amend, in a manner which will
adversely affect the business of IntelliLink, (i) any agreement involving an
obligation to pay or the right to receive Ten Thousand Dollars ($10,000) or
more, (ii) any agreement relating to the license, transfer or other disposition
or acquisition of intellectual property rights or rights to market to sell
IntelliLink products, or (iii) any other agreement which is material to the
business or prospects of IntelliLink; and

(f) take any other action not in the normal and ordinary course
of IntelliLink's business.

(g) (i) Until the date either Puma or IntelliLink informs the
other in writing that the Merger will not be consummated and that this Agreement
is terminated, IntelliLink shall not (nor will it permit any of its officers,
directors, agents, representatives or affiliates to), directly

<PAGE>

or indirectly, take any of the following actions with any party other than
Puma and its designees: (A) solicit, encourage, initiate or participate in
any negotiations or discussions with respect to, any offer or proposal to
acquire all or substantially all of IntelliLink's business and properties or
capital stock, whether by merger, purchase of assets, tender offer or
otherwise, to sell or issue any of its securities in the amount sufficient to
cause a change of control of IntelliLink, or to license, encumber or
otherwise transfer any of its intellectual property rights other than in the
ordinary course of IntelliLink's business, (B) disclose any information not
customarily disclosed to any person concerning IntelliLink's business and
properties or afford to any person or entity access to its properties, books
or records, or (C) assist or cooperate with any person to make any proposal
to consummate a transaction of the type referred to in clause (A). In the
event IntelliLink shall receive any offer or proposal, directly or
indirectly, of the type referred to in clause (A) or (C) above, or any
request for disclosure or access pursuant to clause (B) above, it shall
immediately inform Puma as to any such offer or proposal and will cooperate
with Puma by furnishing any information it may reasonably request.

(ii) In the event that IntelliLink unilaterally terminates
this Agreement without cause and, during the period commencing on March 5, 1996
and ending six (6) months after the date of this Agreement, IntelliLink enters
into any agreement for a transaction of the type referred to in this subsection
(g)(i) with any third party, then IntelliLink will immediately pay to Puma the
cash sum of $500,000 (the "Break-Up Fee") upon closing of such transaction.

5.3 ADVICE OF CHANGES.

(a) IntelliLink will promptly advise Puma in writing (i) of any
event occurring subsequent to the date of this Agreement which would render any
representation or warranty of IntelliLink contained in this Agreement, if made
on or as of the date of such event or the Closing Date, untrue or inaccurate in
any material respect and (ii) of any material adverse change in IntelliLink's
business, taken as a whole.

(b) Puma will promptly advise IntelliLink in writing (i) of any
event occurring subsequent to the date of this Agreement which would render any
representation or warranty of Puma contained in this Agreement, if made on or as
of the date of such event or the Closing Date, untrue or inaccurate in any
material respect and (ii) of any material adverse change in Puma's business,
taken as a whole.

5.4 CROZIER LOANS.

(a) Puma shall (i) within (5) days of the Effective Time, loan
to Mr. Crozier $150,000.00 at an interest rate of eight percent (8.0%) per annum
due and payable upon the earlier of (a) an initial public offering of Puma's
securities (or the end of any associated lockup period, if applicable), (b) an
acquisition of Puma by a publicly held company, or (c) April 30, 2000, and (ii)
fifteen days following the Closing Date and on the monthly anniversary of such
date for each of the next twenty-three (23) months, loan Mr. Crozier $11,250 at
an interest rate of eight percent (8.0%) per annum due and payable upon the
earlier of (a) an initial public offering of Puma's securities (or the end of
any associated lockup period, if applicable), (b) an acquisition of Puma by a
publicly held company, or (c) April 30, 2000 (collectively the "Crozier Loans");
provided, however, that in the event of an initial public offering of Puma's
securities or an acquisition of Puma by a publicly held company prior to April
15, 1998, no payments shall be required to be made on any then remaining portion
of the loans described in (ii) above to Mr. Crozier. Such loans shall be in the
form of the promissory note attached as Exhibit 5.4A hereto. The Crozier Loans
shall be secured after the closing under this Agreement by 175,000 of the shares
of Puma Common Stock received by Mr. Crozier in connection with the Merger (the
"Crozier Security Shares"). Notwithstanding the foregoing, Puma shall have no
obligation to make the Crozier Loans or, if the Crozier Loans are outstanding,
they shall become immediately due and payable, if (i) Puma shall have terminated
the Acquisition Agreement due to an intentional misstatement, intentional
omission or intentional breach of one (1) or more representations or warranties
made in this Agreement by IntelliLink which individually or in the aggregate
constitutes

<PAGE>

a material adverse change (relative to such representations or warranties
being true, accurate and complete) in the business, assets (including
intangible assets), liabilities, condition (financial or other), results of
operations or prospects of IntelliLink or (ii) IntelliLink shall have
breached a material covenant of IntelliLink set forth in this Agreement or
any document related to the Crozier Loans. The Crozier Security Shares will
be held in escrow by Gray Cary Ware & Freidenrich and shall be subject to the
terms as described in Exhibit 5.4B.

(b) The Proceeds of the Crozier Loans and any and all other
loans to Mr. Crozier under this Agreement, will be first used to pay any and all
personal federal, state and local tax liabilities, including penalties and
interest. Mr. Crozier hereby authorizes Puma to hire independent accountants to
verify this compliance with such laws.

(c) All personal payroll taxes, income taxes and/or penalties
due, as well as all expenses and fees associated with the calculation of such
amounts due pursuant to section 5.4(b) above, if any, as a result of this
transaction will be paid by Mr. Crozier.

(d) Mr. Crozier covenants to use his best efforts to pay any and
all federal, state and local tax liabilities, including penalties and interest,
within 60 days of the Effective Date. Upon satisfaction of such obligations and
delivery in writing signed by employees of governmental agencies, the rights and
obligations set forth in Sections 5.4(b) and 5.4(c) shall be of no further force
or effect.
6. MUTUAL COVENANTS.

6.1 NO PUBLIC ANNOUNCEMENT. The parties shall make no public
announcement concerning this Agreement, their discussions or any other memos,
letters or agreements between the parties relating to the Merger until such time
as they agree to the contents of mutually satisfactory press releases which they
intend to publicly release. Either of the parties, but only after reasonable
consultation with the other, may make disclosure if required under applicable
law.

6.2 DUE DILIGENCE, INVESTIGATION, AND AUDITS. At such time prior to
the Closing as may be reasonably requested, each party shall make available to
the other party and the other party's employees, agents and representatives all
information concerning the operation, business and prospects of such party as
may be reasonably requested by the other party, including, without limitation,
making the working papers of such party's independent certified public
accountants available for inspection by the other party's independent certified
public accountants. Each party will cooperate with the other party for the
purpose of permitting the other party to discuss such party's business and
prospects with such party's customers, creditors, suppliers and other persons
having business dealings with such party.

6.3 REGULATORY FILINGS; CONSENTS; REASONABLE EFFORTS. Subject to the
terms and conditions of this Agreement, IntelliLink and Puma shall use their
respective best efforts to (i) make all necessary filings with respect to the
Merger and this Agreement under the Securities Act, and applicable blue sky or
similar securities laws and shall use all reasonable efforts to obtain required
approvals and clearances with respect thereto and shall supply all additional
information requested in connection therewith; (ii) make merger notification or
other appropriate filings with federal, state or local governmental bodies or
applicable foreign governmental agencies and shall use all reasonable efforts to
obtain required approvals and clearances with respect thereto and shall supply
all additional information requested in connection therewith; (iii) obtain all
consents, waivers, approvals, authorizations and orders required in connection
with the authorization, execution and delivery of this Agreement and the
consummation of the Merger; and (iv) take, or cause to be taken, all appropriate
action, and do, or cause to be done, all things necessary, proper or advisable
to consummate and make effective as promptly as practicable the transactions
contemplated by this Agreement.

6.4 FURTHER ASSURANCES. Prior to and following the Closing, each
party agrees to cooperate fully with the other parties and to execute such
further instruments, documents and

<PAGE>

agreements and to give such further written assurances, as may be reasonably
requested by any other party to better evidence and reflect the transactions
described herein and contemplated hereby and to carry into effect the intents
and purposes of this Agreement.

7. CLOSING MATTERS.

7.1 FILING OF AGREEMENT OF MERGER. On the date of the Closing, but
not prior to the Closing, the Agreement of Merger shall be filed with the
offices of the Secretary of State of the State of New Hampshire and the merger
of Sub with and into IntelliLink shall be consummated.

7.2 EXCHANGE OF CERTIFICATES.

(a) EXCHANGE AGENT. Prior to the Closing Date, Puma shall
appoint Gray Cary Ware & Freidenrich to act as exchange agent (the "Exchange
Agent") in the Merger.

(b) PUMA TO PROVIDE STOCK. Promptly after the Effective Time of
the Merger (but in no event later than ten (10) business days thereafter), Puma
shall make available for exchange in accordance with the Merger Agreement,
through such reasonable procedures as Puma may adopt, the shares of Puma Common
Stock issuable pursuant to the Merger Agreement, in exchange for the outstanding
shares of IntelliLink Stock which are not Dissenting Shares.

(c) EXCHANGE PROCEDURES. As soon as practicable after the
Effective Time of the Merger (but no later than fifteen (15) days thereafter),
the Exchange Agent shall mail to each holder of record of a certificate or
certificates that immediately prior to the Effective Time of the Merger
represented outstanding shares of IntelliLink Stock (the "Certificates"), whose
shares are being converted into Puma Common Stock pursuant to the Merger
Agreement, (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 Exchange Agent and which shall be in
such form and have such other provisions as Puma may reasonably specify) and
(ii) instructions for use in effecting the surrender of the Certificates in
exchange for Puma Common Stock. Upon surrender of a Certificate for
cancellation to the Exchange Agent or to such other agent or agents as may be
appointed by Puma together with such letter of transmittal, duly executed, the
holder of such Certificate shall be entitled to receive the number of shares of
Puma Common Stock to which such holder is entitled pursuant to the Merger
Agreement. The Certificate so surrendered shall immediately be canceled. Puma
shall make customary provisions for lost stock certificates. In the event of a
transfer of ownership of IntelliLink Stock that is not registered in the
transfer records of IntelliLink, the appropriate number of shares of Puma Common
Stock may be delivered to a transferee if the Certificate represented such
IntelliLink Stock is presented to the Exchange Agent and accompanied by all
documents required to evidence and effect such transfer and to evidence that any
applicable stock transfer taxes have been paid. Until surrendered as
contemplated by this Section 7.2, each Certificate shall be deemed at any time
after the Effective Time of the Merger to represent the right to receive upon
such surrender the number of shares of Puma Common Stock as provided by this
Section 7.2 and by the General Corporation Law of the State of California.

(d) NO FURTHER OWNERSHIP RIGHTS IN INTELLILINK STOCK. All Puma
Common Stock delivered upon the surrender for exchange of shares of IntelliLink
Stock in accordance with the terms hereof shall be deemed to have been delivered
in full satisfaction of all rights pertaining to such shares of IntelliLink
Stock. There shall be no further registration of transfers on the stock
transfer books of the Surviving Corporation of the shares of IntelliLink Stock
that were outstanding immediately prior to the Effective Time of the Merger. If
after the Effective Time of the Merger, Certificates are presented to the
Surviving Corporation for any reason, they shall be canceled and exchanged as
provided in this Section 7.2.

7.3 DELIVERY OF STOCK OPTION DOCUMENTS; OTHER STOCK OPTION MATTERS.

<PAGE>

(a) As soon as practicable after the Effective Time of the
Merger, Puma shall deliver to the participants in the IntelliLink option plans
an appropriate notice setting forth such participants' rights pursuant thereto
and the grants pursuant to the IntelliLink option plans shall continue in effect
on substantially the same terms and conditions. Puma shall ensure, to the
extent required by and subject to the provisions of the IntelliLink option
plans, that the Assumed Options representing assumed IntelliLink Options which
qualified as incentive stock options prior the Effective Time continue to
qualify as incentive stock options after the Effective Time.

(b) Puma shall take all corporate action necessary to reserve
for issuance a sufficient number of shares of Puma Common Stock for delivery
under the Assumed Options.

7.4 DELIVERY OF DOCUMENTS. At the Closing, the parties shall deliver
the documents, and shall perform the acts, which are set forth in Section 8 and
Section 9 including delivery of the counterpart signature pages of the documents
set forth in Section 8 and Section 9 executed by IntelliLink, Puma and/or Sub,
as the case may be. All documents which IntelliLink shall deliver or cause to
be delivered shall be in form and substance reasonably satisfactory to Puma.
All documents which Puma and Sub shall deliver or cause to be delivered shall be
in form and substance reasonably satisfactory to IntelliLink.

8. CONDITIONS TO INTELLILINK'S OBLIGATIONS. IntelliLink's obligations to
close the transactions contemplated under this Agreement are subject to the
fulfillment or satisfaction on and as of the Closing, of each of the following
conditions (any one or more of which may be waived by IntelliLink, but only in a
writing signed by IntelliLink):

8.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties of Puma and Sub set forth in Section 4 shall be true on and as of
the Closing with the same force and effect as if they had been made at the
Closing, and IntelliLink shall receive a certificate to such effect from an
officer of Puma.

8.2 COVENANTS. Puma shall have performed and complied with all of
its covenants contained in Sections 5 and 6 on or before the Closing, and
IntelliLink shall receive a certificate from Puma and Sub to such effect signed
by an officer of Puma.

8.3 NO LITIGATION. No litigation or proceeding shall be threatened
or pending against Puma and Sub with the purpose or with the probable effect of
enjoining or preventing the consummation of any of the transactions contemplated
by this Agreement, and IntelliLink shall receive a certificate to such effect
signed by an officer of Puma and Sub, respectively.

8.4 AUTHORIZATIONS. IntelliLink shall have received from Puma and
Sub written evidence that the execution, delivery and performance of Puma and
Sub's obligations under this Agreement and the Agreement of Merger have been
duly and validly approved and authorized by the Board of Directors of Puma and
Sub.

8.5 NO ADVERSE DEVELOPMENT. There shall not have been any material
adverse changes in the financial condition, results of operations, assets,
liabilities, business or prospects of Puma since the date of this Agreement.

8.6 GOVERNMENT CONSENTS. There shall have been obtained at or prior
to the date of Closing such permits or authorizations, and there shall have been
taken such other action, as may be required by any regulatory authority having
jurisdiction over the parties and the subject matter and the actions herein
proposed to be taken.

8.7 GREYLOCK WARRANT. Puma shall have executed and delivered a
warrant substantially in the form attached hereto as Exhibit 2.6A.

<PAGE>

8.8 GREYLOCK CONVERTIBLE DEBENTURE. Puma shall have executed and
delivered a convertible debenture substantially in the form attached hereto as
Exhibit 2.6B.

8.9 DATE OF CLOSING. The Closing shall occur on or before April 30,
1996 or such later date as the parties may mutually agree.

8.10 SECURITIES LAWS. IntelliLink and Puma shall have complied with
all applicable federal and state securities laws.

8.11 EXHIBITS. All of the Exhibits to this Agreement shall have been
delivered and IntelliLink shall be reasonably satisfied with the content and
form of all such schedules, with the understanding that acceptance of the
schedules shall not be withheld unless such schedules are materially adversely
different from prior disclosures by the other party.

9. CONDITIONS TO PUMA'S AND SUB'S OBLIGATIONS. The obligations of Puma
and Sub are subject to the fulfillment or satisfaction on, and as of the
Closing, of each of the following conditions (any one or more of which may be
waived by Puma, but only in a writing signed by Puma):

9.1 ACCURACY OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties of IntelliLink and the Founders contained in Section 3 shall be
true on and as of the Closing with the same force and effect as if they had been
made at the Closing, and Puma shall receive a certificate from IntelliLink to
such effect with respect to the representations and warranties of IntelliLink
executed by each Founder in his individual capacity and as an officer of
IntelliLink.

9.2 COVENANTS. IntelliLink shall have performed and complied with
all of its covenants contained in Sections 5 and 6 on or before the Closing, and
Puma shall receive a certificate from IntelliLink to such effect signed by each
Founder in his individual capacity and as an officer of IntelliLink.

9.3 NO LITIGATION. On and as of the Closing, no litigation or
proceeding shall be threatened or pending against IntelliLink for the purpose or
with the probable effect of enjoining or preventing the consummation of any of
the transactions contemplated by this Agreement, or which would have a material
adverse effect on the business, liabilities, income, property, operations or
prospects of IntelliLink subsequent to the Closing (and no judgment, decree,
injunction, rule or order of any court, governmental department, commission,
agency, instrumentality or arbitrator shall be outstanding against IntelliLink)
and Puma shall receive a certificate from IntelliLink to such effect signed by
the President and Chief Financial Officer of IntelliLink.

9.4 AUTHORIZATIONS. Puma shall have received from IntelliLink a
certificate signed by the President and Chief Financial Officer certifying that
the execution, delivery and performance of this Agreement and the Agreement of
Merger have been duly and validly approved and authorized by its Board of
Directors and by the holders of at least ninety-five percent (95%) of the
outstanding shares of capital stock of IntelliLink.

9.5 NO ADVERSE DEVELOPMENT. There shall not have been any material
adverse changes in the financial condition, results of operations, assets
liabilities, business or prospects of IntelliLink since the date of this
Agreement.

9.6 REQUIRED CONSENTS. Puma shall have received all written
consents, assignments, waivers, authorizations or other certificates (including
Material Consents) reasonably deemed necessary by Puma's legal counsel to
provide for the continuation in full force and effect or assignment or
termination of any and all contracts and leases of IntelliLink.

9.7 GOVERNMENT CONSENTS. There shall have been obtained at or prior
to the date of Closing such permits or authorizations and there shall have been
taken such other action, as may be

<PAGE>

required by any regulatory authority having jurisdiction over the parties and
the subject matter and the actions herein proposed to be taken, including a
permit from the California Department of Corporations to increase the number
of shares authorized to be issued by Puma under its stock option plan.

9.8 RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT. The IntelliLink
shareholders shall have signed the Right of First Refusal and Co-Sale Agreement
by and among Puma, holders of the outstanding capital stock of IntelliLink
immediately prior to the closing and certain holders of capital stock of Puma
substantially in the form attached hereto as Exhibit 9.8 shall have been
executed and delivered.

9.9 EMPLOYMENT, CONSULTING AND NON-COMPETITION AGREEMENTS. Messrs.
Blanchette, Payne and Crozier shall have executed and delivered Employment,
Consulting and Non-Competition Agreements, respectively.

9.10 SHAREHOLDERS REPRESENTATION AGREEMENT. Certain IntelliLink
shareholders shall have executed and delivered an Shareholders Representation
Agreement substantially in the form attached hereto as Exhibit 9.10.

9.11 ESCROW AGREEMENT. Each Intellilink shareholder and the Escrow
Agent shall have signed the Escrow Agreement in the form attached hereto as
Exhibit 9.11.

9.12 TAX FREE REORGANIZATION; NET OPERATING LOSS CARRYFORWARDS. Puma
shall be satisfied, in its sole discretion, that the Merger constitutes a
tax-free plan of reorganization in accordance with the provisions of
Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code and that a significant
portion of the net operating loss carryforwards and investment tax credit
carryforwards set forth on IntelliLink's financial statements will be available
to Puma following the Closing Date.

9.13 DATE OF CLOSING. The Closing shall occur on or before April
30, 1996, or such later date as the parties may mutually agree.

9.14 SECURITIES LAWS. IntelliLink and Puma shall have complied
with all applicable federal and state securities laws.

9.15 AMENDMENT TO PUMA AMENDED AND RESTATED ARTICLES OF
INCORPORATION. Puma shall have amended its Amended and Restated Articles of
Incorporation by filing an Amendment to its Amended and Restated Articles of
Incorporation in substantially the form attached hereto as Exhibit 9.15.

9.16 EXHIBITS. All of the Exhibits to this Agreement shall have
been delivered and IntelliLink shall be reasonably satisfied with the content
and form of all such schedules, with the understanding that acceptance of the
schedules shall not be withheld unless such schedules are materially
adversely different from prior disclosures by the other party.

<PAGE>

10. TERMINATION OF AGREEMENT.

10.1 TERMINATION. This Agreement may be terminated at any time prior
to the Closing as follows:

(a) By the mutual written consent of each of the parties hereto;

(b) By Puma if any of the conditions precedent to Puma's
obligations contained herein shall not have been fulfilled at and as of the
Closing; or

(c) By IntelliLink if any of the conditions precedent to
IntelliLink's obligations contained herein above shall not have been fulfilled
at and as of the Closing.

(d) By either IntelliLink or Puma, if the Merger is not effected
by April 30, 1996.

Any termination of this Agreement under this Section 10.1 shall be
effective by the delivery of written notice of the terminating party to the
other parties hereto.

10.2 LIABILITY FOR TERMINATION.

(a) Any termination of this Agreement pursuant to this
Section 10 shall be without further obligation or liability upon any party in
favor of any other party hereto; provided, that if such termination shall result
from the willful failure of a party to carry out its obligations under this
Agreement, then such party shall be liable for losses incurred by the other
parties. The provisions of this Section
(b) In the event that IntelliLink unilaterally terminates the
Acquisition Agreement process without cause, IntelliLink enters into any
agreement for a transaction of the type referred to in Section 5.2(g)(ii) with
any third party, then IntelliLink will immediately pay to Puma the cash sum of
$500,000 upon closing of such transaction as set forth in Section 5.2(g)(ii).

10.3 CERTAIN EFFECTS OF TERMINATION. In the event of the termination
of this Agreement by either IntelliLink or Puma as provided in Section 10.1
hereof:

(a) each party, if so requested by the other party, will
(i) return promptly every document (other than documents publicly available)
furnished to it by the other party (or any subsidiary, division, associate or
affiliate of such other party) in connection with the transactions contemplated
hereby, whether so obtained before or after the execution of this Agreement, and
any copies thereof which may have been made, and will cause its representatives
and any representatives of financial institutions and investors and others to
whom such documents were furnished promptly to return such documents and any
copies thereof any of them may have made, or (ii) destroy such documents and
cause its representatives and such other representatives to destroy such
documents, and such party shall deliver a certificate executed by its President
or Vice President stating to such effect; and

(b) IntelliLink and Puma shall continue to abide by the
provisions of the previously executed Mutual Nondisclosure Agreement between
Puma and IntelliLink. This Section shall survive any termination of this
Agreement.

10.4 REMEDIES. No party shall be limited to the termination right
granted in Section 10.1 hereto by reason of the nonfulfillment of any condition
to such party's closing obligations but may, in the alternative, elect to do one
of the following:

<PAGE>

(a) proceed to close despite the nonfulfillment of any closing
condition, it being understood that consummation of the transactions
contemplated hereby shall be deemed a waiver of any misrepresentation or breach
of warranty or covenant and of any party's rights and remedies with respect
thereto to the extent that the other party shall have actual knowledge of such
misrepresentation or breach and the Closing shall nonetheless take place; or

(b) decline to close, terminate this Agreement as provided in
Section 10.1 hereof, and thereafter seek damages to the extent permitted in
Section 10.5 hereof.

10.5 RIGHT TO DAMAGES. If this Agreement is terminated pursuant to
Section 10.1 hereof, neither party hereto shall have any claim against the other
except if the circumstances giving rise to such termination were caused by the
other party's wilful failure to comply with a material covenant set forth
herein, in which event termination shall not be deemed or construed as limiting
or denying any legal or equitable right or remedy of said party, and said party
shall be entitled to recover its costs and expenses which are incurred in
pursuing its rights and remedies (including reasonable attorneys' fees).

11. ESCROW AND INDEMNIFICATION.

11.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.
Notwithstanding any investigation conducted before or after the Closing Date,
and notwithstanding any actual or implied knowledge or notice of any facts or
circumstances which Puma or IntelliLink may have as a result of such
investigation or otherwise, Puma and IntelliLink will be entitled to rely upon
the other party's representations, warranties and covenants set forth in this
Agreement. The representations and warranties of Puma will terminate upon the
Closing. The obligations of IntelliLink with respect to their representations,
warranties, agreements and covenants will survive the Closing and continue in
full force and effect, until the date twenty-four (24) months following the
Closing Date (the "Termination Date"), at which time the representations,
warranties and covenants of IntelliLink set forth in this Agreement and all
liability of the holders of IntelliLink Common Stock who receive Puma Common
Stock pursuant to the terms of this Agreement and the Plan of Merger
(collectively, the "Former IntelliLink Shareholders") with respect to those
representations, warranties and covenants will terminate; provided, however,
that thereafter the Former IntelliLink Shareholders will remain liable to the
extent set forth below for Damages (as defined below) in connection with any
indemnity claim set forth in an Officer's Certificate (as defined below)
provided that such Officer's Certificate has been delivered to the IntelliLink
Agent (as defined below) on or before the respective Termination Date for such
item, and until such time as such indemnity claim has been finally decided,
settled or adjudicated.

11.2 INDEMNITY. From and after the Effective Time of the Merger, and
subject to the provisions of Section 11.1, Puma and the Surviving Corporation
(on or after the Closing Date) shall be indemnified and held harmless by the
Former IntelliLink Shareholders against, and reimbursed for, any actual
liability, damage, loss, obligation, demand, judgment, fine, penalty, cost or
expense (excluding any indirect or consequential damages to Puma (such as lost
profits), other than any such damages resulting from injunctive relief granted
as to an intellectual property claim, but including reasonable attorneys' fees
(excluding costs relating to in-house attorneys) and expenses, and the costs of
investigation (excluding in-house costs of investigation) incurred in defending
against or settling such liability, damage, loss, cost or expense or claim
therefor and any amounts paid in settlement thereof) imposed on or reasonably
incurred by Puma or the Surviving Corporation as a result of any
misrepresentation or breach of any representation, warranty, or covenant on the
part of IntelliLink under this Agreement (the "Damages"). Damages in each case
shall be net of the amount of any insurance proceeds, indemnity and contribution
actually recovered by Puma or the Surviving Corporation. "Damages" as used
herein is not limited to matters asserted by third parties, but includes Damages
incurred or sustained by Puma in the absence of claims by a third party.

<PAGE>

11.3 ESCROW FUND. As security for the indemnity provided for in
Section 11.2 hereof, an aggregate of (i) 76,897 shares of Puma Common Stock
issued to the Former IntelliLink Shareholders pursuant to this Agreement and
the Plan of Merger, without any act of such Former IntelliLink Shareholders,
shall be deposited by Puma and/or the Exchange Agent in an escrow account
with Wells Fargo Bank (or other mutually acceptable institution) as Escrow
Agent (the "Escrow Agent"), as of the Effective Time, and (ii) one share of
Puma Common Stock for every nine shares of Puma Common Stock issued pursuant
to any full or partial exercise of the Greylock Warrant and any full or
partial exercise of the Greylock Convertible Debenture, such deposits to
constitute an escrow fund (the "Escrow Fund") to be governed by the terms set
forth in this Agreement and the provisions of an Escrow Agreement in the form
of Exhibit 9.11 (the "Escrow Agreement"). The shares of Puma Common Stock to
be placed in the Escrow Fund shall be allocated among the Former IntelliLink
Shareholders on a pro-rata basis in accordance with the number of shares of
Puma Common Stock issued to the Former IntelliLink Shareholders. Upon
compliance with the terms hereof and subject to the provisions of this
Section 11.3, Puma and the Surviving Corporation shall be entitled to obtain
indemnity from the Escrow Fund for Damages covered by the indemnity provided
for in Section 11.2 of this Agreement. Puma shall compensate the Escrow Agent
for its services in maintaining the Escrow Fund. Unless and until shares of
Puma Common Stock are delivered to Puma in accordance with the provisions of
this Section 11, all shares of Puma Common Stock held in the Escrow Fund
shall be registered either in the name of the Escrow Agent or the Former
IntelliLink Shareholder to whom such shares are originally issued or a
nominee, and, in any event, such Former IntelliLink Shareholder shall have
and may exercise any and all voting, dividend and other rights with respect
to such shares.

11.4 ESCROW PERIOD. The Escrow Fund shall remain in existence during
the period of time (the "Escrow Period") between the Effective Time and the
Termination Date or the date to which it may be extended under Section 11.1.

11.5 PROTECTION OF ESCROW FUND. The Escrow Agent shall hold and
safeguard the Escrow Fund during the Escrow Period, in accordance with the terms
of this Agreement and not as the property of Puma or the Surviving Corporation,
and shall hold and dispose of the Escrow Fund only in accordance with the terms
of the Escrow Agreement. Shares of Puma Common Stock that are delivered out of
the Escrow Fund shall decrease on a pro rata basis (in proportion to the
original contribution of each Former IntelliLink Shareholder to the Escrow Fund)
the number of shares of Puma Common Stock which each Former IntelliLink
Shareholder is entitled to receive upon the distribution described in
Section 11.9.

11.6 CLAIMS UPON ESCROW FUND. Upon receipt by the Escrow Agent on or
before the Termination Date of a certificate signed by any officer of Puma (an
"Officer's Certificate"):

(a) stating that Puma or the Surviving Corporation has paid or
properly accrued or knows of facts giving rise to a reasonable probability that
it will have to pay or accrue Damages in an aggregate stated amount with respect
to which Puma or the Surviving Corporation is entitled to payment from the
Escrow Fund pursuant to this Agreement; and

(b) specifying in reasonable detail the individual items of
Damages included in the amount so stated, the date each such item was paid or
properly accrued, or the basis for such anticipated liability, the specific
nature of the misrepresentation or breach to which such item is related, the
Escrow Agent shall, subject to the provisions of Section 11.7 of this Agreement,
deliver to Puma a number of shares of Puma Common Stock with a value, based upon
the most recent determination of the per share fair market value of the Puma
Common Stock as determined by the Puma Board of Directors for the purpose of
issuing stock options (the "Puma Board Valuation").

11.7 OBJECTIONS TO CLAIMS. At the time of delivery of any Officer's
Certificate to the Escrow Agent, a duplicate copy of such certificate shall be
delivered to Thomas Payne (the "IntelliLink Agent") and for a period of thirty
(30) days after such delivery, the Escrow Agent shall not deliver any

<PAGE>

shares pursuant to Section 11.6 unless the Escrow Agent shall have received
written authorization from the IntelliLink Agent to make such delivery.
After the expiration of such thirty (30) day period, the Escrow Agent shall
make delivery of the shares in accordance with Section 11.7 provided that no
such payment or delivery may be made if the IntelliLink Agent shall object in
a written statement to the claim made in the Officer's Certificate, and such
statement shall have been delivered to the Escrow Agent prior to the
expiration of such thirty (30) day period.

11.8 RESOLUTION OF CONFLICTS.

(a) MEMORANDUM OF AGREEMENT. In case the IntelliLink Agent
shall so object in writing to the indemnity of Puma in respect of any claim or
claims made in any Officer's Certificate, the IntelliLink Agent and Puma shall
attempt in good faith to agree upon the rights of the respective parties with
respect to each of such claims. If the IntelliLink Agent and Puma should so
agree, a memorandum setting forth such agreement shall be prepared and signed by
both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall
be entitled to rely on any such memorandum and distribute shares from the Escrow
Fund in accordance with the terms thereof.

(b) ARBITRATION. If no such agreement can be reached after good
faith negotiation, either Puma or the IntelliLink Agent may demand arbitration
of the matter unless the amount of the damage or loss is at issue in pending
litigation with a third party, in which event arbitration shall not be commenced
until such amount is ascertained or both Puma and the IntelliLink Agent agree to
arbitration; and in such event the matter shall be settled by arbitration
conducted by three arbitrators. Puma and the IntelliLink Agent shall each
select one arbitrator, and the two arbitrators so selected shall select a third
arbitrator. The decision of the arbitrators so selected as to the validity and
amount of any claim in such Officer's Certificate shall be binding and
conclusive upon the parties to this Agreement, and, notwithstanding anything in
Section 11.7, the Escrow Agent shall be entitled to act in accordance with such
decision and make or withhold payments or distributions out of the Escrow Fund
in accordance with such decision.

(c) JUDGMENT. Any such arbitration shall be held in San Jose,
California under the commercial rules then in effect of the American Arbitration
Association ("AAA"). Judgment upon any award rendered by the arbitrators may be
entered in any court having jurisdiction. For the purposes of this
Section 11.8(c) in any arbitration hereunder in which any claim or the amount
thereof stated in the Officer's Certificate is at issue, Puma shall be deemed to
be the non-prevailing party unless the arbitrators award Puma more than 50% of
the amount in dispute, plus any amounts not in dispute; otherwise, the Former
IntelliLink Shareholders shall be deemed to be the non-prevailing party. The
non-prevailing party to an arbitration hereunder shall pay its own expenses, the
fees of each arbitrator, the administrative fee of AAA, and the expenses
(including, without limitation, attorneys' fees and costs) incurred by the other
party to the arbitration.

11.9 DISTRIBUTION UPON TERMINATION OF ESCROW PERIOD. Promptly
following the Termination Date, the Escrow Agent shall deliver to the Former
IntelliLink Shareholders all of the shares in the Escrow Fund with a value,
based upon the Puma Board Valuation, in excess of any amount of such funds
reasonably necessary to satisfy any unsatisfied or disputed claims for
Damages specified in any Officer's Certificate delivered to the Escrow Agent
on or before the Termination Date and any unsatisfied or disputed claims by
the IntelliLink Agent under Section 11.10(b). As soon as all such claims
have been resolved, the Escrow Agent shall deliver to the Former IntelliLink
Shareholders all shares remaining in the Escrow Fund and not required to
satisfy such claims. Deliveries of shares to the Former IntelliLink
Shareholders pursuant to this section shall be made in proportion to their
original contributions to the Escrow Fund.

11.10 INTELLILINK AGENT.

(a) The IntelliLink Agent shall be appointed and constituted
agent by the Former IntelliLink Shareholders, for and on behalf of the Former
IntelliLink Shareholders: to enter into

<PAGE>

and perform in accordance with the terms and conditions of the Escrow
Agreement; to give and receive notices and communications; to authorize
delivery to Puma of Puma Common Stock from the Escrow Fund in satisfaction of
claims by Puma; to object to such deliveries; to agree to, negotiate, enter
into settlements and compromises of, and demand arbitration and comply with
orders of courts and awards of arbitrators with respect to such claims; to
endorse certificates evidencing Puma Common Stock distributed to it pursuant
to Section 11.10(b) and sell shares evidenced thereby in the open market; and
to take all actions necessary or appropriate in the judgment of the
IntelliLink Agent for the accomplishment of the foregoing and this Section
11. The IntelliLink Agent may resign upon thirty (30) days notice to the
parties to this Agreement. The IntelliLink Agent may be replaced by the
Former IntelliLink Shareholders from time to time upon not less than five (5)
days' prior written notice to Puma; provided that the IntelliLink Agent may
not be replaced unless holders of a majority of the shares in the Escrow Fund
agree to such replacement. No bond shall be required of the IntelliLink
Agent, and the IntelliLink Agent shall receive no compensation for his
services except as provided in Section 11.10(b). Notices or communications
to or from the IntelliLink Agent shall constitute notice to or from each of
the Former IntelliLink Shareholders.

(b) The IntelliLink Agent shall not be personally liable to
Puma, the Surviving Corporation, or the Former IntelliLink Shareholders for any
act done or omitted hereunder as IntelliLink Agent while acting in good faith
and in the exercise of reasonable judgment, and any act performed or omitted
pursuant to the advice of counsel shall be conclusive evidence of good faith.
The Former IntelliLink Shareholders shall indemnify the IntelliLink Agent and
hold the IntelliLink Agent harmless for their respective pro rata share against,
any loss, liability or expense that is incurred without bad faith on the part of
the IntelliLink Agent and arise out of or in connection with the acceptance or
administration of the IntelliLink Agent's duties hereunder. The IntelliLink
Agent shall have reasonable access to information about IntelliLink and Puma,
and the reasonable assistance of IntelliLink's and Puma's officers and employees
for the purpose of performing his duties and exercising his rights hereunder;
provided, however, that the IntelliLink Agent shall treat as confidential and
not disclose any nonpublic information from or about IntelliLink or Puma to
anyone (except on a need to know basis to individuals who agree in writing with
Puma to treat such information as confidential). The IntelliLink Agent shall be
entitled to a distribution of shares of Puma Common Stock from the Escrow Fund
with a value (based upon the average closing price of Puma Common Stock for the
five (5) trading days immediately prior to such distribution) equal to any such
indemnity claim which has not been satisfied; provided, however, that no such
distribution shall be made until all claims of Puma set forth in any Officer's
Certificate delivered to the Escrow Agent on or prior to the Termination Date
have been resolved.

11.11 ACTIONS OF THE INTELLILINK AGENT. A decision, act, consent
or instruction of the IntelliLink Agent shall constitute a decision of all the
Former IntelliLink Shareholders and shall be final, binding and conclusive upon
each of the Former IntelliLink Shareholders, and the Escrow Agent and Puma may
rely upon any decision, act, consent or instruction of the IntelliLink Agent as
being the decision, act, consent or instruction of each and all of the Former
IntelliLink Shareholders. The Escrow Agent and Puma are hereby relieved from
any liability to any person for any acts done by them in accordance with such
decision, act, consent or instruction of the IntelliLink Agent.

11.12 THIRD-PARTY CLAIMS. In the event Puma becomes aware of a
third-party claim which Puma believes may result in a demand against the Escrow
Fund, Puma shall promptly notify the IntelliLink Agent of such claim. Puma
shall have the right to settle any such claim with the written consent of the
IntelliLink Agent, which consent shall not be unreasonably withheld. In the
event that the IntelliLink Agent has consented to any such settlement, neither
the Former IntelliLink Shareholders nor the IntelliLink Agent shall have any
power or authority to object under Section 11.7 or any other provision of this
Agreement to the amount of any claim by Puma against the Escrow Fund for
indemnity with respect to such settlement. If any proceeding is commenced, or
if any claim, demand or assessment is asserted, in respect of which a claim for
indemnification is or might be made against the Escrow Fund based on matters
other than (i) the intellectual property of IntelliLink or (ii) claims made by
customers of Puma or IntelliLink, the IntelliLink Agent may, at his option,
contest or

<PAGE>

defend any such action, proceeding, claim, demand or assessment, with counsel
selected by the IntelliLink Agent who is reasonably acceptable to Puma;
provided, however, that if Puma shall reasonably object to such control, then
the IntelliLink Agent and Puma shall cooperate in the defense of such matter;
provided further, that the IntelliLink Agent shall not admit any liability
with respect thereto or settle, compromise, pay or discharge the same without
the prior written consent of Puma, which consent shall not be unreasonably
withheld. With respect to any claim for indemnification based on matters
relating to the intellectual property of IntelliLink, or customers of
IntelliLink or Puma, Puma shall have the option to defend any such
proceeding; provided, however, that Puma shall not admit any liability with
respect thereto or settle, compromise, pay or discharge the same without the
prior written consent of the IntelliLink Agent, which consent shall not be
unreasonably withheld. The IntelliLink Agent or Puma, whichever is not
controlling the defense of any matter, shall be entitled, at his or its
expense, to participate in such defense.

11.13 ESCROW AGENT'S DUTIES AND POWERS.

(a) The Escrow Agent shall be obligated only for the performance
of such duties as are specifically set forth in the Escrow Agreement and may
rely and shall be protected in relying or refraining from acting on any
instrument reasonably believed to be genuine and to have been signed or
presented by the proper party or parties. The Escrow Agent shall not be liable
for any act done or omitted hereunder as Escrow Agent while acting in good faith
and in the exercise of reasonable judgment, and any act done or omitted pursuant
to the advice of counsel shall be conclusive evidence of such good faith.

(b) The Escrow Agent is hereby expressly authorized to disregard
any and all warnings given by any of the parties hereto or by any other person,
excepting only orders or process of courts of law, and is hereby expressly
authorized to comply with and obey orders, judgments or decrees of any court.
In case the Escrow Agent obeys or complies with any such order, judgment or
decree of any court, the Escrow Agent shall not be liable to any of the parties
hereto or to any other person by reason of such compliance, notwithstanding any
such order, judgment or decree being subsequently reversed, modified, annulled,
set aside, vacated or found to have been entered without jurisdiction.

(c) The Escrow Agent shall not be liable in any respect on
account of the identity, authority or rights of the parties executing or
delivering or purporting to execute or deliver this Agreement or any documents
or papers deposited or called for under this Agreement.

(d) The Escrow Agent shall not be liable for the outlawing of
any rights under any statute of limitations with respect to this Agreement or
any documents deposited with the Escrow Agent.

(e) The Escrow Agent is hereby expressly authorized to engage
legal counsel as it may deem necessary or advisable.

11.14 NON-EXCLUSIVE REMEDIES. This Section 11 sets forth a remedy
of Puma and the Surviving Corporation after the Closing with respect to any
representation, warranty or covenant made by IntelliLink or the Founders under
this Agreement. Such remedy is not intended to be exclusive, however, no former
shareholder, optionholder, director, officer, employee or agent of IntelliLink
shall have any personal liability to Puma or the Surviving Corporation after the
Closing in connection with the Merger in excess of such person's proceeds
hereunder; provided, however, that nothing herein limits any potential remedies
of Puma or the Surviving Corporation, arising under applicable state and federal
laws with respect to any intentional or fraudulent breaches of the
representations, warranties or covenants of IntelliLink made in or pursuant to
this Agreement.

12. MISCELLANEOUS.

<PAGE>

12.1 GOVERNING LAW. It is the intention of the parties hereto that
the internal laws of the State of California (irrespective of its choice of law
principles) shall govern the validity of this Agreement, the construction of its
terms, and the interpretation and enforcement of the rights and duties of the
parties hereto.

12.2 BINDING UPON SUCCESSORS AND ASSIGNS. Subject to, and unless
otherwise provided in, this Agreement, each and all of the covenants, terms,
provisions, and agreements contained herein shall be binding upon, and inure to
the benefit of, the permitted successors, executors, heirs, representatives,
administrators and assigns of the parties hereto.

12.3 SEVERABILITY. If any provision of this Agreement, or the
application thereof, shall for any reason and to any extent be invalid or
unenforceable, the remainder of this Agreement and application of such provision
to other persons or circumstances shall be interpreted so as best to reasonably
effect the intent of the parties hereto. The parties further agree to replace
such void or unenforceable provision of this Agreement with a valid and
enforceable provision which will achieve, to the extent possible, the economic,
business and other purposes of the void or unenforceable provision.

12.4 ENTIRE AGREEMENT. This Agreement, the exhibits hereto, the
documents referenced herein, and the exhibits thereto, constitute the entire
understanding and agreement of the parties hereto with respect to the subject
matter hereof and thereof and supersede all prior and contemporaneous agreements
or understandings, inducements or conditions, express or implied, written or
oral, between the parties with respect hereto and thereto. The express terms
hereof control and supersede any course of performance or usage of the trade
inconsistent with any of the terms hereof.

12.5 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original as against any party whose
signature appears thereon and all of which together shall constitute one and the
same instrument. This Agreement shall become binding when one or more
counterparts hereof, individually or taken together, shall bear the signatures
of all of the parties reflected hereon as signatories.

12.6 EXPENSES. Except as provided to the contrary herein, each party
shall pay all of its own costs and expenses incurred with respect to the
negotiation, execution and delivery of this Agreement and the exhibits hereto,
PROVIDED, HOWEVER, that upon the Closing of the Merger, Puma will reimburse the
reasonable fees of IntelliLink's counsel, accountants, financial advisors and
any other of its representatives in connection with the Merger in an aggregate
amount not to exceed $7,500.

12.7 AMENDMENT AND WAIVERS. Any term or provision of this Agreement
may be amended, and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only by a writing signed by the party to be bound thereby. The
waiver by a party of any breach hereof for default in payment of any amount due
hereunder or default in the performance hereof shall not be deemed to constitute
a waiver of any other default or any succeeding breach or default.

12.8 SURVIVAL OF AGREEMENTS. All covenants, agreements,
representations and warranties made herein shall survive the execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby notwithstanding any investigation of the parties hereto and shall
terminate on the date one year after the Closing Date.

12.9 NO WAIVER. The failure of any party to enforce any of the
provisions hereof shall not be construed to be a waiver of the right of such
party thereafter to enforce such provisions.

<PAGE>

12.10 NOTICES. Any notice provided for or permitted under this
Agreement will be treated as having been given when (a) delivered personally,
(b) sent by confirmed telex or telecopy, (c) sent by commercial overnight
courier with written verification of receipt, or (d) mailed postage prepaid by
certified or registered mail, return receipt requested, to the party to be
notified, at the address set forth below, or at such other place of which the
other party has been notified in accordance with the provisions of this
Section 12.10.

IntelliLink: IntelliLink Corp.
One Tara Bldg., Suite 210
Nashua, NH 03062
Attention: Thomas Peralta

With copy to: Thomas Payne
7516 N. Clearwater Pkwy.
Paradise Valley, AZ 85853

Puma: Puma Technology, Inc.
2940 North First Street
San Jose, CA 95134
Attn: Bradley A. Rowe, President and CEO

With copy to: Gray Cary Ware & Freidenrich
400 Hamilton Avenue
Palo Alto, CA 94301
Attn: Eric J. Lapp, Esq.

Such notice will be treated as having been received upon actual receipt.

12.11 TIME. Time is of the essence of this Agreement.

12.12 CONSTRUCTION OF AGREEMENT. This Agreement has been
negotiated by the respective parties hereto and their attorneys and the language
hereof shall not be construed for or against any party. The titles and headings
herein are for reference purposes only and shall not in any manner limit the
construction of this Agreement which shall be considered as a whole.

12.13 NO JOINT VENTURE. Nothing contained in this Agreement shall
be deemed or construed as creating a joint venture or partnership between any of
the parties hereto. No party is by virtue of this Agreement authorized as an
agent, employee or legal representative of any other party. No party shall have
the power to control the activities and operations of any other and their status
is, and at all times, will continue to be, that of independent contractors with
respect to each other. No party shall have any power or authority to bind or
commit any other. No party shall hold itself out as having any authority or
relationship in contravention of this Section 12.13.

12.14 PRONOUNS. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person, persons, entity or entities may require.

12.15 FURTHER ASSURANCES. Each party agrees to cooperate fully
with the other parties and to execute such further instruments, documents and
agreements and to give such further written assurances, as may be reasonably
requested by any other party to better evidence and reflect the transactions
described herein and contemplated hereby and to carry into effect the intents
and purposes of this Agreement.

<PAGE>

12.16 ABSENCE OF THIRD PARTY BENEFICIARY RIGHTS. No provisions of
this Agreement are intended, nor shall be interpreted, to provide or create any
third party beneficiary rights or any other rights of any kind in any client,
customer, affiliate, shareholder, partner of any party hereto or any other
person or entity unless specifically provided otherwise herein, and, except as
so provided, all provisions hereof shall be personal solely between the parties
to this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.

PUMA TECHNOLOGY, INC.

By:
--------------------------------

Title:
-----------------------------

PUMA ACQUISITION, INC.

By:
--------------------------------

Title:
-----------------------------

INTELLILINK CORP.

By:
--------------------------------

Title:
-----------------------------

- -----------------------------------
Michael Blanchette

- -----------------------------------
Keith Crozier

- -----------------------------------
Thomas Payne

<PAGE>
EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated August 20, 1996, except
for Note 10 which is as of September 4, 1996, relating to the consolidated
financial statements of Puma Technology, Inc., which appears in such Prospectus.
We also consent to the application of such report to the Financial Statement
Schedule for the period from August 27, 1993 (inception) to July 31, 1994 and
the two years in the period ended July 31, 1996 listed under Item 16(b) of this
Registration Statement when such schedule is read in conjunction with the
financial statements referred to in our report. The audits referred to in such
report also included this schedule. We also consent to the references to us
under the headings "Experts" and "Selected Consolidated and Pro Forma Combined
Financial Information" in such Prospectus. However, it should be noted that
Price Waterhouse LLP has not prepared or certified such "Selected Consolidated
and Pro Forma Combined Financial Information."

/s/ Price Waterhouse LLP

PRICE WATERHOUSE LLP
San Jose, California
October 16, 1996

<PAGE>
EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated August 7, 1996, relating
to the financial statements of IntelliLink Corp., which appears in such
Prospectus. We also consent to the reference to us under the heading "Experts"
in such Prospectus.

/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
October 16, 1996