ASK GROUP INC, SC 14D1, 1994-05-25

ASK GROUP INC
SC 14D1, 1994-05-25
COMPUTER INTEGRATED SYSTEMS DESIGN

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
SCHEDULE 14D-l
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934

THE ASK GROUP, INC.
-------------------------------------------------------------------
(Name of Subject Company)

SPEEDBIRD MERGE, INC.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
-------------------------------------------------------------------
(Bidder)

COMMON STOCK, PAR VALUE $0.01 PER SHARE
-------------------------------------------------------------------
(Title of Class of Securities)

001903103
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(CUSIP Number of Class of Securities)

SANJAY KUMAR
SPEEDBIRD MERGE, INC.
C/O COMPUTER ASSOCIATES INTERNATIONAL, INC.
ONE COMPUTER ASSOCIATES PLAZA
ISLANDIA, NEW YORK 11788-7000
(516) 342-5224
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)

COPIES TO:
JOHN P. GOURARY, ESQ.
HOWARD, DARBY & LEVIN
1330 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 841-1000
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May 19, 1994
(DATE OF EVENT WHICH REQUIRES
FILING STATEMENT ON SCHEDULE 13D)
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<PAGE> 2
CALCULATION OF FILING FEE
- ------------------------------------------------------------------------

TRANSACTION VALUATION* AMOUNT OF FILING FEE**
$329,375,377 $65,975
========================================================================

* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 24,858,519 shares of common stock, par value
$0.01 per share (the "Shares"), at a price per Share of $13.25 in cash. Such
number of shares represents all of the Shares outstanding as of May 17, 1994,
and assumes the exercise or conversion of all existing options, rights and
securities which were then exercisable or convertible into Shares.

** Includes a Schedule 13D filing fee of $100.

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

Amount Previously Paid: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.

Page 1 of __ Pages
Exhibit Index begins on Page __
<PAGE> 3
14D-1 AND 13D
CUSIP No. 001903103 Page 2 of __ Pages

1) Name of Reporting Persons: Speedbird Merge, Inc.
S.S. or I.R.S. Identification Nos. of Above Person: pending
- -------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions).

[ ] (a)
[ ] (b)
- -------------------------------------------------------------------------
3) SEC Use Only.
- -------------------------------------------------------------------------
4) Sources of Funds (See Instructions). AF, WC, BK
- -------------------------------------------------------------------------
5) [ ] Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(e) or 2(f).
- -------------------------------------------------------------------------
6) Citizenship or Place of Organization.
Delaware
- -------------------------------------------------------------------------
7) Aggregate Amount Beneficially Owned by Each Reporting Person.
6,108,803* **
- -------------------------------------------------------------------------
8) [ ] Check if the Aggregate Amount in Row 7 Excludes Certain
Shares.
- -------------------------------------------------------------------------
9) Percent of Class Represented by Amount in Row 7.
Approximately 26.0% as of May 17, 1994.* **
- -------------------------------------------------------------------------
10) Type of Reporting Person (See Instructions).
CO
<PAGE> 4
14D-1 AND 13D
CUSIP No. 001903103 Page 3 of __ Pages

1) Names of Reporting Persons: Computer Associates International, Inc.
S.S. or I.R.S. Identification Nos. of Above Person: 13-2857434
- --------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions).

[ ] (a)
[ ] (b)
- --------------------------------------------------------------------------
3) SEC Use Only.
- --------------------------------------------------------------------------
4) Sources of Funds (See Instructions). AF, WC, BK
- --------------------------------------------------------------------------
5) [ ] Check if Disclosure of Legal Proceedings is Required pursuant to
Items 2(e) or 2(f).
- --------------------------------------------------------------------------
6) Citizenship or Place of Organization.
Delaware
- --------------------------------------------------------------------------
7) Aggregate Amount Beneficially Owned by Each Reporting Person.
6,108,803* **
- --------------------------------------------------------------------------
8) [ ] Check if the Aggregate Amount in Row 7 Excludes Certain Shares.
- --------------------------------------------------------------------------
9) Percent of Class Represented by Amount in Row 7. Approximately 26.0%
as of May 17, 1994.* **
- --------------------------------------------------------------------------
10) Type of Reporting Person (See Instructions).
CO

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

* On May 19, 1994, Speedbird Merge, Inc. (the "Merger Subsidiary"), a
wholly owned subsidiary of Computer Associates International, Inc. (the
"Buyer"), entered into a Stockholder Option Agreement, dated as of May 18, 1994
(the "Stockholder Option Agreement"), with certain stockholders of the Company
(as hereinafter defined), including the Chairman of the Board of Directors of
the Company (collectively, the "Principal Stockholders"), pursuant to which the
Principal Stockholders each granted the Merger Subsidiary an irrevocable
option, subject to certain conditions (the "Option"), to purchase for a price
of $13.25 per share (subject to the adjustments specified therein), or to cause
to be tendered pursuant to the tender offer described in this Statement (the
"Offer"), all the shares of common stock, par value $0.01 per share (the
"Shares"), of The ASK Group, Inc. (the "Company") owned by them (representing
an aggregate of 6,033,803, or approximately 25.7% of the Shares outstanding as
of May 17, 1994) (the "Optioned Shares"). The Merger Subsidiary's option to
purchase the Optioned Shares is reflected in Rows 7 and 9 of each of the tables
above. The Option is exercisable by the Merger Subsidiary at any time or from
time to time, from May 19, 1994 until the day which is the earlier of (i) the
effective time of the merger of the Merger Subsidiary into the Company pursuant
to the Merger Agreement, dated as of May 18, 1994 (the "Merger Agreement"),
among the Buyer, the Merger Subsidiary and the Company or (ii) the 30th
business day after the termination of the Merger Agreement in accordance with
its terms. Pursuant to the Stockholder Option Agreement, each Principal
Stockholder has granted a proxy appointing the Merger Subsidiary as such
Principal Stockholder's attorney-in-fact and proxy, with full power of
substitution, to vote, express consent or dissent or otherwise to utilize such
voting power in such manner and upon such matters as the Merger Subsidiary or
its proxy or substitute shall, in Merger Subsidiary's sole discretion, deem
proper with respect to such Principal Stockholder's Optioned Shares. The
Stockholder Option Agreement is described more fully in Section 12 "Purpose of
the Offer; Merger Agreement; Appraisal Rights; Stockholder Option Agreement;
Financial Advisors" of the Offer to Purchase dated May 25, 1994 (the "Offer to
Purchase").

** During the period from March 18, 1994 to April 4, 1994, the Buyer
purchased a total of 75,000 Shares in open market purchases for an aggregate
purchase price of $560,000 (or an average purchase price per Share of $7.47) in
cash, excluding commissions. Such purchases are reflected in Rows 7 and 9 of
each of the tables above. Such purchases are more fully described in Schedule
II of the Offer to Purchase.
<PAGE> 5
This Tender Offer Statement on Schedule 14D-1 also constitutes a
Statement on Schedule 13D with respect to the acquisition by the Merger
Subsidiary and the Buyer of beneficial ownership of the Optioned Shares. The
item numbers and responses thereto below are in accordance with the
requirements of Schedule 14D-1.

ITEM 1. SECURITY AND SUBJECT COMPANY.

(a) The name of the subject company is The ASK Group, Inc. a Delaware
corporation (the "Company"), and the address of its principal executive offices
is 2880 Scott Boulevard, Santa Clara, California 95052.

(b) This Statement on Schedule 14D-1 relates to the offer by the Merger
Subsidiary, to purchase all outstanding Shares including the associated Rights
(collectively, the "Shares"), of the Company at $13.25 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase (the "Offer to Purchase") and in the related Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2)
(which collectively constitute the "Offer"). The information set forth in the
introduction to the Offer to Purchase (the "Introduction") is incorporated
herein by reference.

(c) The information set forth in Section 6 "Price Range of Shares;
Dividends" of the Offer to Purchase is incorporated herein by reference.

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(d) and (g) This Statement on Schedule 14D-1 is filed by Speedbird
Merge, Inc. (the "Merger Subsidiary") and Computer Associates International,
Inc. (the "Buyer"), each of which is a Delaware corporation. Merger Subsidiary
is a wholly owned subsidiary of the Buyer. Information concerning the
principal business and the addresses of the principal offices of the Merger
Subsidiary and the Buyer is set forth in Section 9, "Certain Information
Concerning the Merger Subsidiary and the Buyer" of the Offer to Purchase, and
is incorporated herein by reference. The names, business addresses, present
principal occupations or employments, material occupations, positions, offices
or employment during the last five years and citizenship of the directors and
executive officers of the Merger Subsidiary and the Buyer are set forth in
Schedule I to the Offer to Purchase and are incorporated herein by reference.

(e) and (f) None of the Merger Subsidiary, the Buyer or, to the best
knowledge of such corporations, any of the persons listed on Schedule I to the
Offer of Purchase, has during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws or finding
any violation of such laws.

-4-
<PAGE> 6
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH
THE SUBJECT COMPANY.

(a) and (b) The information set forth in (i) the Introduction and
Section 11 "Background of the Offer; Past Contacts, Transactions or
Negotiations with the Company" and Section 12 "Purpose of the Offer; Merger
Agreement; Appraisal Rights; Stockholder Option Agreement; Financial Advisors"
of the Offer to Purchase, (ii) the Agreement and Plan of Merger, dated as of
May 18, 1994 (the "Merger Agreement"), among the Company, the Buyer and the
Merger Subsidiary, a copy of which is attached as Exhibit (c)(1) hereto, and
(iii) the Stockholder Option Agreement (the "Stockholder Option Agreement"),
among the Merger Subsidiary and the stockholders of the Company named therein,
a copy of which is attached as Exhibit (c)(2) hereto, respectively, is
incorporated herein by reference.

ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) and (b) The information set forth in Section 10 "Source and Amount
of Funds" of the Offer to Purchase is incorporated herein by reference.

ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS
OF THE BIDDER.

(a)-(e) The information set forth in the Introduction and
Section 12 "Purpose of the Offer; Merger Agreement; Appraisal Rights;
Stockholder Option Agreement; Financial Advisors" of the Offer to Purchase is
incorporated herein by reference.

(f) and (g) The information set forth in Section 7 "Effect of the Offer
on the Market for the Shares; Stock Quotations, Registration Under the Exchange
Act" of the Offer to Purchase is incorporated herein by reference.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) and (b) The information set forth in (i) the Introduction, Section
9 "Certain Information Concerning the Merger Subsidiary and the Buyer", Section
11 "Background of the Offer; Past Contacts, Transactions or Negotiations with
the Company", Section 12 "Purpose of the Offer; Merger Agreement; Appraisal
Rights; Stockholder Option Agreement; Financial Advisor", Schedule I and
Schedule II of the Offer to Purchase, (ii) the Merger Agreement, and (iii) the
Stockholder Option Agreement, respectively, is incorporated herein by
reference.

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATION-
SHIPS WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES.

The information set forth in (i) the Introduction, Section 9 "Certain
Information Concerning the Merger Subsidiary and the Buyer", Section 11
"Background of the Offer; Past

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<PAGE> 7
Contacts, Transactions or Negotiations with the Company", Section 12 "Purpose
of the Offer; Merger Agreement; Appraisal Rights; Stockholder Option Agreement;
Financial Advisor" and Schedule II of the Offer to Purchase, (ii) the Merger
Agreement, and (iii) the Stockholder Option Agreement, respectively, is
incorporated herein by reference.

ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

The information set forth in Section 17 "Fees and Expenses" of the
Offer to Purchase is incorporated herein by reference.

ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.

The information set forth in Section 9 "Certain Information Concerning
the Merger Subsidiary and Buyer" of the Offer to Purchase, and such information
and the consolidated financial statements of the Buyer in Buyer's Annual Report
on Form 10-K for the fiscal year ended March 31, 1993 and Quarterly Report on
Form 10-Q for the nine months ended December 31, 1993 are incorporated herein
by reference.

ITEM 10. ADDITIONAL INFORMATION.

(a) The information set forth in Section 12 "Purpose of the Offer;
Merger Agreement; Appraisal Rights; Stockholder Option Agreement; Financial
Advisors" of the Offer to Purchase is incorporated herein by reference.

(b) and (c) The information set forth in Section 16 "Certain Legal
Matters; Regulatory Approvals" of the Offer to Purchase is incorporated herein
by reference.

(d) Not applicable.

(e) None.

(f) The information set forth in (i) the Offer to Purchase, (ii)
the Letter of Transmittal, (iii) the Merger Agreement, and (iv) the Stock
Option Agreement, respectively, is incorporated herein by reference.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

(a)(1) Offer to Purchase dated May 25, 1994.

(a)(2) Form of Letter of Transmittal (including Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9).

(a)(3) Form of Notice of Guaranteed Delivery.

(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.

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<PAGE> 8
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.

(a)(6) Text of joint press release issued by the Buyer and the Company
dated May 19, 1994.

(a)(7) Form of summary advertisement dated May 25, 1994.

(b) Credit Agreement, dated December 9, 1991, among the Buyer
and various banks and financial institutions, as banks, and Credit
Suisse, as agent (previously filed as an Exhibit to the Buyer's 10-Q
for the fiscal quarter ended December 31, 1991 (File No. 0-10180) and
incorporated herein by reference), as amended by First Amendment,
dated November 13, 1992, and Second Amendment, dated July 30, 1993.

(c)(1) Agreement and Plan of Merger, dated as of May 18, 1994, among the
Company, the Buyer and the Merger Subsidiary.

(c)(2) Stockholder Option Agreement, dated as of May 18, 1994, among the
Merger Subsidiary and the stockholders of the Company named therein.

(c)(3) Confidentiality Agreement, dated March 2, 1994, between the Buyer
and the Company.

(c)(4) Letter Agreement, dated May 14, 1994, between the Buyer and the
Company.

(d) None.

(e) Not applicable.

(f) None.

-7-
<PAGE> 9
SIGNATURE

After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: May 25, 1994

SPEEDBIRD MERGE, INC.

By /s/ Belden A. Frease
-------------------------
Name: Belden A. Frease
Title: Vice President and Secretary

COMPUTER ASSOCIATES INTERNATIONAL, INC.

By/s/ Belden A. Frease
-------------------------
Name: Belden A. Frease
Title: Senior Vice President and Secretary

-8-
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Exhibit Name Number
- ------- ------------ ------
<S> <C>
(a)(1) Offer to Purchase dated May 25, 1994.

(a)(2) Form of Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9).

(a)(3) Form of Notice of Guaranteed Delivery.

(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.

(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.

(a)(6) Text of joint press release issued by the Buyer and the Company dated May
18, 1994.

(a)(7) Form of summary advertisement dated May 25, 1994.

(b) Credit Agreement, dated December 9, 1991, among the Buyer and various
banks and financial institutions, as banks, and Credit Suisse, as agent
(previously filed as an Exhibit to the Buyer's 10-Q for the fiscal quarter
ended December 31, 1991 (File No. 0-10180) and incorporated herein by
reference) as amended by First Amendment, dated November 13, 1992, and
Second Amendment, dated July 30, 1993.

(c)(1) Agreement and Plan of Merger, dated as of May 18, 1994, among the Company,
the Buyer and the Merger Subsidiary.

(c)(2) Stockholder Option Agreement, dated as of May 18, 1994, among the Merger
Subsidiary and the stockholders of the Company named therein.

(c)(3) Confidentiality Agreement, dated March 2, 1994, between the Buyer and the
Company.

(c)(4) Letter Agreement, dated May 14, 1994, between the Buyer and the Company.

(d) None.

(e) Not applicable.
</TABLE>

-9-
<PAGE> 11
(f) None.

-10-

<PAGE> 1
EXHIBIT 99(a)(1)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS DESCRIBED HEREIN)

THE ASK GROUP, INC.

$13.25 NET PER SHARE
(INCLUDING THE ASSOCIATED RIGHTS DESCRIBED HEREIN)

SPEEDBIRD MERGE, INC.
A WHOLLY OWNED SUBSIDIARY OF

COMPUTER ASSOCIATES INTERNATIONAL, INC.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME,
ON WEDNESDAY, JUNE 22, 1994, UNLESS THE OFFER IS EXTENDED.

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED BY THE EXPIRATION DATE AND NOT WITHDRAWN A NUMBER OF SHARES OF COMMON
STOCK, PAR VALUE $0.01 PER SHARE, OF THE ASK GROUP, INC. (THE "COMPANY") WHICH,
TOGETHER WITH THE SHARES THEN OWNED BY SPEEDBIRD MERGE, INC. (THE "MERGER
SUBSIDIARY") AND COMPUTER ASSOCIATES INTERNATIONAL, INC. (THE "BUYER"), WOULD
REPRESENT AT LEAST A MAJORITY OF THE TOTAL NUMBER OF OUTSTANDING SHARES ON A
FULLY DILUTED BASIS.

THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT THE
OFFER AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT ARE FAIR TO,
AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY, HAS UNANIMOUSLY
APPROVED THE OFFER AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT,
AND UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE COMPANY ACCEPT THE
OFFER AND TENDER THEIR SHARES.

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

Any stockholder desiring to tender Shares should either (i) complete and
sign the Letter of Transmittal (or a facsimile thereof) in accordance with the
instructions in the Letter of Transmittal and deliver it with the Shares and
all other required documents to the Depositary or (ii) request his broker,
dealer, commercial bank, trust company or other nominee to effect the
transaction for him. A stockholder having Shares registered in the name of a
broker, dealer, commercial bank, trust company or other nominee must contact
such person if he desires to tender such Shares. Any stockholder who desires
to tender Shares and cannot deliver such Shares and all other required
documents to the Depositary by the expiration of the Offer must tender such
Shares pursuant to the guaranteed delivery procedure set forth in Section 3.

Questions and requests for assistance or additional copies of this Offer to
Purchase or the Letter of Transmittal may be directed to the Information Agent
at its addresses and telephone numbers specified on the back cover of this
Offer to Purchase.

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

THE INFORMATION AGENT FOR THE OFFER IS:

D.F. KING & CO., INC.

May 25, 1994
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
1. Terms of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

2. Acceptance for Payment and Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

3. Procedure for Tendering Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

4. Withdrawal Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

5. Certain Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

6. Price Range of Shares; Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

7. Effect of the Offer on the Market for the Shares; Stock Quotations; Registration under
the Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

8. Certain Information Concerning the Company . . . . . . . . . . . . . . . . . . . . . . . . . . 13

9. Certain Information Concerning the Merger Subsidiary and the Buyer . . . . . . . . . . . . . . 15

10. Source and Amount of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

11. Background of the Offer; Past Contacts, Transactions or Negotiations with the Company . . . . 18

12. Purpose of the Offer; Merger Agreement; Appraisal Rights;
Stockholder Option Agreement; Financial Advisors . . . . . . . . . . . . . . . . . . . . . 19

13. Dividends and Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

14. Extension of Tender Period; Termination; Amendment . . . . . . . . . . . . . . . . . . . . . . 31

15. Certain Conditions of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

16. Certain Legal Matters; Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . 35

17. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

18. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
</TABLE>

-2-
<PAGE> 3
To the Holders of Common Stock of
The ASK Group, Inc.:

INTRODUCTION

Speedbird Merge, Inc. (the "Merger Subsidiary"), a Delaware
corporation and a wholly owned subsidiary of Computer Associates International,
Inc., a Delaware corporation (the "Buyer"), hereby offers to purchase all
outstanding shares of Common Stock, $0.01 par value (including the associated
Rights (as defined herein)) (collectively, except where the context otherwise
requires, the "Shares") of The ASK Group, Inc., a Delaware corporation (the
"Company"), at $13.25 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in this Offer to Purchase and in the
related Letter of Transmittal (which together constitute the "Offer").
Tendering stockholders of the Company (the stockholders of the Company are
referred to herein as the "Stockholders") will not be obligated to pay
brokerage fees or commissions or, except as set forth in the Letter of
Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer.
The Buyer will pay all charges and expenses of Chemical Bank (the "Depositary")
and D.F. King & Co., Inc. (the "Information Agent") in connection with the
Offer.

THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT
THE OFFER AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT (AS DEFINED
BELOW) ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF THE
COMPANY, HAS UNANIMOUSLY APPROVED THE OFFER AND THE TRANSACTIONS CONTEMPLATED
BY THE MERGER AGREEMENT, AND UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF
THE COMPANY ACCEPT THE OFFER AND TENDER THEIR SHARES.

BEAR, STEARNS & CO., INC. ("BEAR STEARNS") HAS DELIVERED TO THE
COMPANY ITS WRITTEN OPINION THAT THE CONSIDERATION TO BE PAID IN THE OFFER AND
THE MERGER, COLLECTIVELY, IS FAIR TO THE HOLDERS OF THE SHARES FROM A FINANCIAL
POINT OF VIEW. SUCH OPINION OF BEAR STEARNS IS SET FORTH IN FULL IN THE
COMPANY'S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 (THE
"SCHEDULE 14D- 9"), WHICH IS BEING MAILED TO STOCKHOLDERS CONTEMPORANEOUSLY
HEREWITH.

THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED BY THE EXPIRATION DATE (AS HEREINAFTER DEFINED) AND NOT WITHDRAWN A
NUMBER OF SHARES WHICH, TOGETHER WITH THE SHARES THEN OWNED BY THE BUYER AND
THE MERGER SUBSIDIARY, WOULD REPRESENT AT LEAST A MAJORITY OF THE TOTAL NUMBER
OF OUTSTANDING SHARES, ASSUMING THE EXERCISE OF ALL OUTSTANDING OPTIONS, RIGHTS
AND CONVERTIBLE SECURITIES (IF ANY) AND THE ISSUANCE OF ALL SHARES THAT THE
COMPANY IS OBLIGATED TO ISSUE (SUCH TOTAL NUMBER OF OUTSTANDING SHARES BEING
HEREINAFTER REFERRED TO AS THE "FULLY DILUTED SHARES") (THE "MINIMUM
CONDITION").

The Company has represented to the Buyer that, as of May 17, 1994,
there were 23,479,624 Shares issued and outstanding, and 2,923,265 Shares
reserved for issuance upon the exercise of stock options outstanding under
various employee and director stock option plans. The Company has advised the
Buyer that it estimates that, as of May 17, 1994, there were rights to purchase
approximately 120,000 Shares pursuant to various employee stock purchase plans.
Based upon the foregoing, as of May 17, 1994, there were approximately
26,522,889 Shares outstanding on a fully diluted basis. The Buyer beneficially
owns 6,108,803 Shares representing (based upon the foregoing) approximately
23.0% of the Fully Diluted Shares. Of such Shares, the Buyer (i) owns

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<PAGE> 4
of record 75,000 Shares and (ii) has the right to direct the tender of
6,033,803 Shares pursuant to an agreement with certain Stockholders of the
Company, as more specifically described in Section 12. Accordingly, the Buyer
believes that the Minimum Condition would be satisfied (based on the foregoing
assumptions) if approximately 7,152,642 Shares (in addition to the Shares
referred to in clause (ii) of the immediately preceding sentence) are validly
tendered pursuant to the Offer and not withdrawn. To the extent stock options
and purchase rights outstanding as of May 17, 1994 are reduced by (i)
cancellations upon the consummation of the Offer pursuant to the terms of the
Merger Agreement and the Company's 1991 Stock Plan and 1991 United Kingdom
Stock Option Plan, (ii) net reductions pursuant to the Company's previously
announced option repricing exchange program and (iii) expiration of such
options and rights, the approximate number of Shares required to be tendered in
order for the Minimum Condition to be satisfied will be reduced by
approximately 50.1% of such reduction in the number of Shares issuable pursuant
to options and rights. See Section 12.

The Offer is being made pursuant to an Agreement and Plan of Merger
dated as of May 18, 1994 (the "Merger Agreement"), among the Company, the Buyer
and the Merger Subsidiary, which has been unanimously approved by the Company's
Board of Directors. The Merger Agreement provides, among other things, that as
soon as practicable after the consummation of the Offer and the satisfaction or
waiver of certain conditions, the Merger Subsidiary will be merged into the
Company (the "Merger"), with the Company continuing as the surviving
corporation (the "Surviving Corporation"). Pursuant to the Merger Agreement,
at the effective time of the Merger (the "Effective Time"), each outstanding
Share (other than Shares owned, directly or indirectly, by the Buyer or its
subsidiaries or held by the Company as treasury stock (which shall be
cancelled) or by Stockholders exercising appraisal rights under Delaware Law
(as defined below)) will be converted into a right to receive $13.25 in cash,
without interest. If the Minimum Condition is satisfied and the Merger
Subsidiary purchases Shares pursuant to the Offer, the Merger Subsidiary will
have the power to approve the Merger without the affirmative vote of any other
Stockholder. In the event that the Merger Subsidiary owns 90% or more of the
Shares, the "short-form" merger provisions of the Delaware General Corporation
Law ("Delaware Law") would permit the Merger to occur without a meeting or a
vote of the Stockholders. See Section 12.

The Merger Subsidiary and certain of the stockholders of the Company
(collectively, the "Principal Stockholders"), have entered into a Stockholder
Option Agreement dated as of May 18, 1994 (the "Stockholder Option Agreement"),
pursuant to which the Principal Stockholders granted the Merger Subsidiary an
irrevocable option (the "Stock Option") to purchase, subject to certain
conditions, for a price of $13.25 per Share, or to cause to be tendered
pursuant to the Offer, an aggregate of 6,033,803 outstanding Shares (the
"Stockholder Option Shares"). The Stockholder Option Shares represent 100% of
all of the outstanding Shares beneficially owned by the Principal Stockholders
and, as of May 17, 1994, constituted approximately 25.7% of the outstanding
Shares and 22.7% of the Fully Diluted Shares. The Stock Option is exercisable
by the Merger Subsidiary at any time or from time to time, from May 19, 1994
until the day (the "Termination Date") which is the earlier of (i) the
Effective Time of the Merger or (ii) the 30th business day after the
termination of the Merger Agreement in accordance with its terms. Pursuant to
the Stockholder Option Agreement, each Principal Stockholder has granted a
proxy appointing the Merger Subsidiary as such Principal Stockholder's
attorney- in-fact and proxy, with full power of substitution, to vote, express
consent or dissent or otherwise to utilize such voting power in such manner and
upon such

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<PAGE> 5
matters as the Merger Subsidiary or its proxy or substitute shall, in the
Merger Subsidiary's sole discretion, deem proper with respect to such Principal
Stockholder's Shares. See Section 12.

Pursuant to the Merger Agreement, the Buyer has reserved the ability
to elect whether to cash out or assume outstanding stock options under the
Company's various option plans if the Merger is consummated. Certain options
will accelerate and vest in full upon consummation of the Offer and, depending
upon elections made by the Buyer, upon consummation of the Merger. See Section
12.

Upon execution of the Merger Agreement, the Company amended its Rights
Agreement, dated as of August 15, 1990, as amended (the "Rights Agreement"),
with The First National Bank of Boston, as Rights Agent, to make it and the
Rights issued thereunder (the "Rights") inapplicable to the Offer, the Merger
and the Stockholder Option Agreement (and the Stock Option). See Section 12.

Upon acceptance for payment by the Merger Subsidiary of such number of
Shares which satisfies the Minimum Condition, the Buyer shall be entitled to
designate the number of directors, rounded up to the next whole number, on the
Company's Board of Directors that equals the product of (i) the total number of
directors on the Company's Board of Directors and (ii) the percentage that the
number of Shares owned by the Buyer or the Merger Subsidiary (including Shares
accepted for payment) bears to the total number of Shares outstanding, and the
Company shall take all necessary action to cause the Buyer's designees to be
elected or appointed to the Company's Board of Directors. In addition, under
the Merger Agreement, until successors are duly elected or appointed and
qualified in accordance with applicable law, the directors of the Merger
Subsidiary and the officers of the Merger Subsidiary immediately prior to
consummation of the Merger will be, respectively, the directors and officers of
the Surviving Corporation following the Merger.

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.

1. TERMS OF THE OFFER.

Upon the terms and subject to the conditions set forth in the Offer,
the Merger Subsidiary will accept for payment and purchase, at the time and in
the manner set forth in Section 2, all Shares that are validly tendered by the
Expiration Date and not withdrawn as provided in Section 4. Unless and until
certificates representing Rights ("Rights Certificates") are issued, a tender
of Shares pursuant to the Offer will constitute a tender of the associated
Rights evidenced by the certificates for such Shares. The term "Expiration
Date" shall mean 12:00 Midnight, New York City time, on Wednesday, June 22,
1994, unless the Merger Subsidiary shall have extended the period of time for
which the Offer is open, in which event the term "Expiration Date" shall mean
the latest time and date at which the Offer, as so extended by the Merger
Subsidiary, shall expire.

The Offer is subject to certain conditions set forth in Section 15,
including satisfaction of the Minimum Condition and expiration or termination
of the waiting period applicable to the Merger Subsidiary's acquisition of
Shares pursuant to the Offer under the Hart-Scott-Rodino Antitrust

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<PAGE> 6
Improvements Act of 1976 (the "HSR Act"). If any such condition is not
satisfied, the Merger Subsidiary may (i) terminate the Offer and return all
tendered Shares to tendering Stockholders, (ii) extend the Offer and, subject
to withdrawal rights as set forth in Section 4, retain all such Shares until
the expiration of the Offer as so extended, (iii) waive such condition (except
the Minimum Condition) and, subject to any requirement to extend the period of
time during which the Offer is open, purchase all Shares validly tendered by
the Expiration Date and not withdrawn or (iv) delay acceptance for payment or
payment for Shares, subject to applicable law, until satisfaction or waiver of
the conditions to the Offer. For a description of the Merger Subsidiary's
right to extend the period of time during which the Offer is open and to amend,
delay or terminate the Offer, see Section 14.

Pursuant to the terms of the Merger Agreement, the Buyer and the
Merger Subsidiary expressly reserve the right to waive any of the conditions to
the Offer (other than the Minimum Condition) and to make any change in the
terms or conditions of the Offer; provided that, without the written consent of
the Company, no change may be made which changes the form of consideration to
be paid in the Offer, decreases the price per Share or the number of Shares
being sought in the Offer, or which imposes conditions to the Offer in addition
to those expressly set forth in the Merger Agreement or which materially
adversely (from the holders of the Shares' point of view) changes the
conditions expressly set forth in the Merger Agreement.

Any extension, delay in payment, amendment or termination of the Offer
will be followed as promptly as practicable by public announcement thereof.
Without limiting the manner in which the Merger Subsidiary may choose to make
any public announcement, the Merger Subsidiary shall have no obligation (except
as otherwise required by applicable law) to publicly advertise or otherwise
communicate any such public announcement other than by issuing a release to the
Dow Jones News Service.

Subject to the terms of the Merger Agreement, if the Merger Subsidiary
makes any material change in the terms of the Offer or the information
concerning the Offer, or waives any condition to the Offer that results in a
material change to the circumstances of the Offer, the Merger Subsidiary will
disseminate additional tender offer materials and extend the Offer to the
extent required to comply with Rules 14d-4(c) and 14d-6(d) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The Securities and
Exchange Commission (the "Commission") has interpreted such rules to prescribe
that the minimum period during which an offer must remain open following
material changes in the terms of the offer or information concerning the offer,
other than a change in price or a change in percentage of securities sought,
will depend upon the facts and circumstances, including the relative
materiality of the terms or information changed. With respect to a change in
price or a change in the percentage of securities sought, a minimum period of
ten business days period may be required to allow for adequate dissemination to
Stockholders and investor response. As used in this Offer to Purchase,
"business day" means any day other than a Saturday, Sunday or a federal holiday
and shall consist of the time period from 12:01 a.m. through 12:00 midnight,
New York City time.

The Company has provided the Merger Subsidiary with the Company's
stockholder lists and security position listings for the purpose of
disseminating the Offer to holders of Shares. This Offer to Purchase and the
related Letter of Transmittal will be mailed to record holders of Shares and
will

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<PAGE> 7
be furnished to brokers, banks and similar persons whose names, or the names of
whose nominees, appear on the stockholder list or, if applicable, who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.

2. ACCEPTANCE FOR PAYMENT AND PAYMENT.

Upon the terms and subject to the conditions of the Offer, the Merger
Subsidiary will accept for payment and pay for all Shares validly tendered by
the Expiration Date and not withdrawn as soon as practicable after the
Expiration Date. Assuming the prior satisfaction or waiver of the conditions
to the Offer, the Buyer shall cause the Merger Subsidiary to accept for
payment, in accordance with the terms of the Offer, all Shares tendered
pursuant to the Offer as soon as legally permitted after the commencement
thereof and to pay for all such Shares as promptly as practicable after
acceptance; provided, however, that the Buyer and the Merger Subsidiary may
extend the Offer for a period of time of not more than 15 business days to meet
the objective (but not the condition) that there shall be validly tendered, in
accordance with the terms of the Offer, prior to the Expiration Date of the
Offer (as so extended) and not withdrawn a number of Shares, which, together
with Shares then owned by the Buyer and the Merger Subsidiary, represents at
least 90% of the Fully Diluted Shares. For a description of the Merger
Subsidiary's right to terminate the Offer and not accept for payment or pay for
Shares or to delay acceptance for payment or payment for Shares, see Section
14.

For purposes of the Offer, the Merger Subsidiary shall be deemed to
have accepted for payment tendered Shares when, as and if the Merger Subsidiary
gives oral or written notice to the Depositary of its acceptance of the tenders
of such Shares. Payment for Shares accepted for payment pursuant to the Offer
will be made by deposit of the purchase price with the Depositary, which will
act as agent for the tendering Stockholders for the purpose of receiving
payments from the Merger Subsidiary and transmitting such payments to tendering
Stockholders. In all cases, payment for Shares accepted for payment pursuant
to the Offer will be made only after timely receipt by the Depositary of
certificates for such Shares (or of a confirmation of a book-entry transfer of
such Shares into the Depositary's account at one of the Book-Entry Transfer
Facilities (as defined in Section 3)), a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) and any other required documents.
For a description of the procedure for tendering Shares pursuant to the Offer,
see Section 3. Accordingly, payment may be made to tendering Stockholders at
different times if delivery of the Shares and other required documents occur at
different times. Under no circumstances will interest be paid by the Merger
Subsidiary on the consideration paid for Shares pursuant to the Offer,
regardless of any delay in making such payment.

If the Merger Subsidiary increases the consideration to be paid for
Shares pursuant to the Offer, the Merger Subsidiary will pay such increased
consideration for all Shares purchased pursuant to the Offer.

The Merger Subsidiary reserves the right to transfer or assign, in
whole or from time to time in part, to one or more of its affiliates the right
to purchase Shares tendered pursuant to the Offer, but any such transfer or
assignment will not relieve the Merger Subsidiary of its obligations under the
Offer or prejudice the rights of tendering Stockholders to receive payment for
Shares validly tendered and accepted for payment.

-7-
<PAGE> 8
If any tendered Shares are not purchased pursuant to the Offer for any
reason, or if certificates are submitted for more Shares than are tendered,
certificates for such unpurchased or untendered Shares will be returned (or, in
the case of Shares tendered by book-entry transfer, such Shares will be
credited to an account maintained at one of the Book-Entry Transfer
Facilities), without expense to the tendering Stockholder, as promptly as
practicable following the expiration or termination of the Offer.

3. PROCEDURE FOR TENDERING SHARES.

To tender Shares pursuant to the Offer, either (a) a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) and
any other documents required by the Letter of Transmittal must be received by
the Depositary at one of its addresses set forth on the back cover of this
Offer to Purchase and either (i) certificates for the Shares to be tendered
must be received by the Depositary at one of such addresses or (ii) such Shares
must be delivered pursuant to the procedures for book-entry transfer described
below (and a confirmation of such delivery received by the Depositary), in each
case by the Expiration Date, or (b) the guaranteed delivery procedure described
below must be complied with.

The Depositary will establish an account with respect to the Shares at
The Depository Trust Company, Midwest Securities Trust Company and Philadelphia
Depository Trust Company (collectively referred to as the "Book-Entry Transfer
Facilities") for purposes of the Offer within two business days after the date
of this Offer to Purchase, and any financial institution that is a participant
in the system of any Book-Entry Transfer Facility may make delivery of Shares
by causing such Book-Entry Transfer Facility to transfer such Shares into the
Depositary's account in accordance with the procedures of such Book-Entry
Transfer Facility. However, although delivery of Shares may be effected through
book-entry transfer, the Letter of Transmittal (or facsimile thereof) and any
other required documents must, in any case, be received by the Depositary at
one of its addresses set forth on the back cover of this Offer to Purchase by
the Expiration Date, or the guaranteed delivery procedure described below must
be complied with. Delivery of the Letter of Transmittal and any other required
documents to a Book-Entry Transfer Facility does not constitute delivery to the
Depositary.

Except as otherwise provided below, all signatures on a Letter of
Transmittal must be guaranteed by a bank, broker, dealer, credit union, savings
association or other entity that is a member of a recognized Medallion Program
approved by The Securities Transfer Association, Inc. (an "Eligible
Institution"). Signatures on a Letter of Transmittal need not be guaranteed
(a) if the Letter of Transmittal is signed by the registered holder of the
Shares tendered therewith and such holder has not completed the box entitled
"Special Payment Instructions" on the Letter of Transmittal or (b) if such
Shares are tendered for the account of an Eligible Institution. See
Instructions 1 and 5 of the Letter of Transmittal.

If a Stockholder desires to tender Shares pursuant to the Offer and
cannot deliver such Shares and all other required documents to the Depositary
by the Expiration Date, such Shares may nevertheless be tendered if all of the
following conditions are met:

(i) such tender is made by or through an Eligible Institution;

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<PAGE> 9
(ii) a properly completed and duly executed Notice of
Guaranteed Delivery substantially in the form provided by the Merger
Subsidiary is received by the Depositary (as provided below) by the
Expiration Date; and

(iii) the certificates for all physically delivered
Shares (or a confirmation of a book-entry transfer into the
Depositary's account at one of the Book-Entry Transfer Facilities of
all Shares delivered electronically), as well as a properly completed
and duly executed Letter of Transmittal (or facsimile thereof) and any
other documents required by the Letter of Transmittal, are received by
the Depositary within five trading days on the NASDAQ National Market
System after the date of execution of the Notice of Guaranteed
Delivery.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile transmission or mail to the Depositary and must include a guarantee
by an Eligible Institution in the form set forth in such Notice.

THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS
AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF CERTIFICATES FOR
SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED.

Under the federal income tax laws, the Depositary will be required to
withhold 31% of the amount of any payments made to certain Stockholders
pursuant to the Offer. In order to avoid such backup withholding, each
tendering Stockholder must provide the Depositary with such Stockholder's
correct taxpayer identification number and certify that such Stockholder is not
subject to such backup withholding by completing the Substitute Form W-9
included in the Letter of Transmittal.

By executing a Letter of Transmittal, a tendering Stockholder
irrevocably appoints designees of the Merger Subsidiary as such Stockholder's
proxies in the manner set forth in the Letter of Transmittal to the full extent
of such Stockholder's rights with respect to the Shares tendered by such
Stockholder and accepted for payment by the Merger Subsidiary (and any and all
other Shares or other securities issued or issuable in respect of such Shares
on or after May 17, 1994). All such proxies shall be considered coupled with
an interest in the tendered Shares. Such appointment is effective only upon
the acceptance for payment of such Shares by the Merger Subsidiary. Upon such
acceptance for payment, all prior proxies and consents granted by such
Stockholder with respect to such Shares and other securities will, without
further action, be revoked, and no subsequent proxies may be given nor
subsequent written consents executed by such Stockholder (and, if given or
executed, will not be deemed to be effective). Such designees of the Merger
Subsidiary will be empowered to exercise all voting and other rights of such
Stockholder as they, in their sole discretion, may deem proper at any annual,
special or adjourned meeting of the Company's stockholders, by written consent
or otherwise. The Merger Subsidiary reserves the right to require that, in
order for Shares to be validly tendered, immediately upon the Merger
Subsidiary's acceptance for payment of such Shares, the Merger Subsidiary is
able to exercise full voting rights with respect to such Shares and other
securities (including voting at any meeting of stockholders then scheduled or
acting by written consent without a meeting).

-9-
<PAGE> 10
The tender of Shares pursuant to any one of the procedures described
above will constitute an agreement between the tendering Stockholder and the
Merger Subsidiary upon the terms and subject to the conditions of the Offer.

All questions as to the form of documents and the validity,
eligibility (including time of receipt) and acceptance for payment of any
tender of Shares will be determined by the Merger Subsidiary, in its sole
discretion, which determination shall be final and binding. The Merger
Subsidiary reserves the absolute right to reject any or all tenders of Shares
determined by it not to be in proper form or the acceptance for payment of or
payment for which may, in the opinion of the Merger Subsidiary's counsel, be
unlawful. The Merger Subsidiary also reserves the absolute right to waive any
defect or irregularity in any tender of Shares. None of the Merger Subsidiary,
the Buyer, the Depositary, the Information Agent or any other person will be
under any duty to give notification of any defect or irregularity in tenders or
incur any liability for failure to give any such notification.

4. WITHDRAWAL RIGHTS.

For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase and must
specify the name of the person who tendered the Shares to be withdrawn and the
number of Shares to be withdrawn. If the Shares to be withdrawn have been
delivered to the Depositary, a signed notice of withdrawal with (except in the
case of Shares tendered by an Eligible Institution) signatures guaranteed by an
Eligible Institution must be submitted prior to the release of such Shares. In
addition, such notice must specify, in the case of Shares tendered by delivery
of certificates, the name of the registered holder (if different from that of
the tendering Stockholder) and the serial numbers shown on the particular
certificates evidencing the Shares to be withdrawn or, in the case of Shares
tendered by book-entry transfer, the name and number of the account at one of
the Book-Entry Transfer Facilities to be credited with the withdrawn Shares.
Withdrawals may not be rescinded, and Shares withdrawn will thereafter be
deemed not validly tendered for purposes of the Offer. However, withdrawn
Shares may be retendered by again following one of the procedures described in
Section 3 at any time prior to the Expiration Date.

All questions as to the form and validity (including time of receipt)
of any notice of withdrawal will be determined by the Merger Subsidiary, in its
sole discretion, which determination shall be final and binding. None of the
Merger Subsidiary, the Buyer, the Depositary, the Information Agent or any
other person will be under any duty to give notification of any defect or
irregularity in any notice of withdrawal or incur any liability for failure to
give any such notification.

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<PAGE> 11
5. CERTAIN TAX CONSEQUENCES.

This summary sets forth material anticipated federal income tax
consequences to Stockholders of their disposition of Shares pursuant to the
Offer and the Merger. The summary is based on the provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), the Treasury regulations
promulgated thereunder, and administrative and judicial interpretations
thereof, all as in effect as of the date hereof. Such laws or interpretations
may differ on the date of the consummation of the Offer or at the Effective
Time, and relevant facts may also differ. The summary does not address any
foreign, state or local tax consequences, nor does it address estate or gift
tax considerations. Neither the consummation of the Offer nor the
effectiveness of the Merger is conditioned upon the receipt of any ruling from
the Internal Revenue Service or any opinion of counsel as to tax matters.

This summary is for general information only. The tax treatment of
each Stockholder will depend in part upon his particular situation. Special
tax consequences not described below may be applicable to particular classes of
taxpayers, including financial institutions, pension funds, mutual funds,
broker-dealers, persons who are not citizens or residents of the United States
or who are foreign corporations, foreign partnerships or foreign estates or
trusts, Stockholders who own actually or constructively (under certain
attribution rules contained in the Code) 5% or more of the Shares, Stockholders
who acquired their Shares through the exercise of an employee stock option or
otherwise as compensation, and persons who receive payments in respect of
options to acquire Shares. ALL STOCKHOLDERS SHOULD CONSULT WITH THEIR OWN TAX
ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE OFFER AND THE MERGER TO
THEM, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL AND FOREIGN
TAX LAWS.

Sales of Shares by Stockholders pursuant to the Offer (or the Merger)
will be taxable transactions for federal income tax purposes and may also be
taxable transactions under applicable state, local, foreign and other tax laws.

In general, a Stockholder will recognize gain or loss equal to the
difference between the tax basis of his Shares and the amount of cash received
in exchange for the Shares. Such gain or loss will be capital gain or loss if
the Shares are capital assets in the hands of the Stockholder and will be
long-term gain or loss if the holding period for the Shares is more than 12
months as of the date of the sale of such Shares.

6. PRICE RANGE OF SHARES; DIVIDENDS.

The Shares are traded in the over-the-counter market and are quoted on
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") National Market System. The following table sets forth for the
periods indicated the high and low last reported sales prices per Share as
reported by the NASDAQ National Market System and the Dow Jones News Retrieval
Service.

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<PAGE> 12
<TABLE>
<CAPTION>
High Low
---- ---
<S> <C> <C> <C>
Fiscal 1992: Fourth quarter ended June 30, 1992 $16.13 $ 9.88

Fiscal 1993: First quarter ended September 30, 1992 $17.25 $ 9.75
Second quarter ended December 31, 1992 $24.38 $11.00
Third quarter ended March 31, 1993 $28.13 $18.75
Fourth quarter ended June 30, 1993 $19.13 $10.00

Fiscal 1994: First quarter ended September 30, 1993 $13.13 $ 9.50
Second quarter ended December 31, 1993 $15.75 $11.63
Third quarter ended March 31, 1994 $13.13 $ 6.75
Fourth quarter (through May 24, 1994) $13.13 $ 7.25
</TABLE>

On May 18, 1994, the last day of trading prior to the issuance by the
Company and the Buyer of a joint press release announcing the execution of the
Merger Agreement, the reported closing sales price per Share on the NASDAQ
National Market System was $9.00. On May 24, 1994, the last day of trading
prior to the commencement of the Offer, the reported closing sales price per
Share on the NASDAQ National Market System was $12.94. STOCKHOLDERS ARE URGED
TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.

As reported by the Company, the Company has not paid any dividends on
its Common Stock for the periods presented above. As of May 18, 1994, there
were approximately 1,044 holders of record of outstanding Shares.

7. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; STOCK QUOTATIONS;
REGISTRATION UNDER THE EXCHANGE ACT.

The purchase of Shares pursuant to the Offer will reduce the number of
Shares that might otherwise trade publicly and may reduce the number of holders
of Shares, which could adversely affect the liquidity and market value of the
remaining Shares held by Stockholders other than the Buyer or the Merger
Subsidiary. The Buyer cannot predict whether the reduction in the number of
Shares that might otherwise trade publicly would have an adverse or beneficial
effect on the market price for or marketability of the Shares or whether it
would cause future market prices to be greater or less than the Offer price.

Depending upon the number of Shares purchased pursuant to the Offer,
the Shares may no longer meet the standards for continued inclusion in the
NASDAQ National Market System. If, as a result of the purchase of Shares
pursuant to the Offer, the Shares no longer meet the standards for continued
inclusion in the NASDAQ National Market System, the market for the Shares could
be adversely affected.

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<PAGE> 13
The extent of the public market for the Shares and availability of
quotations therefor would, however, depend upon such factors as the number of
holders and/or the aggregate market value of the publicly-held Shares at such
time, the interest in maintaining a market in the Shares on the part of
securities firms, the possible termination of registration of the Shares under
the Exchange Act and other factors.

The Shares are currently "margin securities" under the regulations of
the Board of Governors of the Federal Reserve System (the "Federal Reserve
Board"), which has the effect, among other things, of allowing brokers to
extend credit on the collateral of such Shares. Depending upon factors similar
to those described above regarding listing and market quotations, the Shares
might no longer constitute "margin securities" for the purposes of the Federal
Reserve Board's margin regulations and, therefore, could no longer be used as
collateral for loans made by brokers.

The Shares are currently registered under the Exchange Act. Such
registration may be terminated upon application of the Company to the
Commission if the Shares are not listed on a national securities exchange and
there are less than 300 holders of record. Termination of the registration of
the Shares under the Exchange Act would substantially reduce the information
required to be furnished by the Company to holders of Shares and to the
Commission and would make certain of the provisions of the Exchange Act, such
as the short-swing profit recovery provisions of Section 16(b), the requirement
of furnishing a proxy or information statement in connection with stockholder
action and the related requirement of an annual report to stockholders and the
requirements of Rule 13e-3 under the Exchange Act with respect to "going
private" transactions, no longer applicable to the Shares. Furthermore,
"affiliates" of the Company and persons holding "restricted securities" of the
Company may be deprived of the ability to dispose of such securities pursuant
to Rule 144 or 144A promulgated under the Securities Act of 1933, as amended.
If registration of the Shares under the Exchange Act were terminated, the
Shares would no longer be "margin securities" or eligible for NASDAQ reporting.
The Merger Subsidiary intends to seek to cause the Company to terminate
registration of the Shares under the Exchange Act as soon after consummation of
the Offer as the requirements for termination of registration of the Shares are
met.

8. CERTAIN INFORMATION CONCERNING THE COMPANY.

The Company is a Delaware corporation with its principal executive
offices located at 2880 Scott Boulevard, Santa Clara, California 95052.

According to the Company's Annual Report on Form 10-K for its fiscal
year ended June 30, 1993 (the "Company 10-K"), the Company is engaged in
developing, marketing and selling computer-based relational database management
systems, data access and connectivity products, manufacturing and financial
software applications and application development tools and providing related
consulting and support services.

The following selected consolidated financial data relating to the
Company and its subsidiaries has been taken or derived from the audited
financial statements contained in the Company 10-K and the unaudited financial
statements contained in the Company's Quarterly Report on Form 10-Q for the
nine months ended March 31, 1994 (the "Company 10-Q"). More comprehensive
financial

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<PAGE> 14
information is included in the Company 10-K and the Company 10-Q and the other
documents filed by the Company with the Commission, and the financial data set
forth below is qualified in its entirety by reference to such reports and other
documents including the financial statements (and any related notes) contained
therein. Such reports and other documents may be examined and copies may be
obtained from the offices of the Commission in the manner set forth below.

THE ASK GROUP, INC.

SELECTED CONSOLIDATED FINANCIAL DATA
(In thousands, except per share data)

<TABLE>
<CAPTION>
INCOME STATEMENT FISCAL YEAR ENDED NINE MONTHS ENDED
DATA JUNE 30, MARCH 31,
------------------------------------- --------------------
1993 1992 1991 1994 1993
---- ---- ---- ---- ----
(Unaudited)
<S> <C> <C> <C> <C> <C>
Net revenue $ 426,213 $ 432,424 $ 339,801 $271,218 $297,759

Total costs and
expenses 422,800 476,457 331,974 355,797 305,467

Income (loss) from
operations 3,413 (44,033) 7,827 (84,579) (7,708)

Net income (loss) 149 (47,728) 93 (89,309) (4,625)

Income (loss) per
share 0.01 (2.37) 0.01 (3.87) (0.21)

</TABLE>

<TABLE>
<CAPTION>
MARCH 31,
BALANCE SHEET DATA JUNE 30, 1994
-------------------------- --------
1993 1992 (Unaudited)
---- ----
<S> <C> <C> <C>
Working capital $ 33,826 $ 30,540 $(48,722)

Total assets 315,771 337,814 286,671
Total long-term debt
and obligations 17,477 37,483 -

Stockholders' equity 148,535 132,304 62,797
</TABLE>

The information concerning the Company contained herein has been taken
from or is based upon reports and other documents on file with the Commission
or otherwise publicly available. Although the Buyer and the Merger Subsidiary
do not have any knowledge that would indicate that any statements contained
herein based upon such reports and documents are untrue, the Buyer and the
Merger Subsidiary do not take any responsibility for the accuracy or
completeness of the

-14-
<PAGE> 15
information contained in such reports and other documents or for any failure by
the Company to disclose events that may have occurred and may affect the
significance or accuracy of any such information but that are unknown to the
Buyer or the Merger Subsidiary.

The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files periodic reports, proxy
statements and other information with the Commission relating to its business,
financial condition and other matters. The Company is required to disclose in
such proxy statements certain information, as of particular dates, concerning
the Company's directors and officers, their remuneration, stock options granted
to them, the principal holders of the Company's securities and any material
interest of such persons in transactions with the Company. Such reports, proxy
statements and other information may be inspected at the public reference
facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and should also be available for inspection and
copying at the regional offices of the Commission in New York (Seven World
Trade Center, New York, New York 10048) and Chicago (Northwestern Atrium
Center, 500 West Madison Street (Suite 1400), Chicago, Illinois 60661). Copies
of such material can also be obtained from the Public Reference Section of the
Commission in Washington, D.C. 20549, at prescribed rates.

9. CERTAIN INFORMATION CONCERNING THE MERGER SUBSIDIARY AND THE BUYER.

The Merger Subsidiary, a Delaware corporation and a wholly owned
subsidiary of the Buyer, was organized to acquire the Company and has not
conducted any unrelated activities since its organization on May 16, 1994.

The Buyer, a Delaware corporation, is engaged in the design,
development, marketing and support of standardized computer software products
for use with a broad range of mainframe, midrange and desktop computers from
many different hardware manufacturers. Its products include systems software,
applications and graphics software, and database management software.

The principal executive offices of the Buyer and the Merger Subsidiary
are located at One Computer Associates Plaza, Islandia, New York 11788. The
name, business address, principal occupation or employment and citizenship of
each director and executive officer of the Merger Subsidiary and the Buyer are
set forth in Schedule I hereto.

The following selected consolidated financial data relating to the
Buyer and its subsidiaries has been taken or derived from the audited financial
statements contained in the Buyer's Annual Report on Form 10-K for the year
ended March 31, 1993, and the unaudited financial statements contained in the
Buyer's Quarterly Report on Form 10-Q for the nine months ended December 31,
1993. The information set forth below gives effect to the acquisitions of
Pansophic Systems, Incorporated and On-Line Software International, Inc. in
fiscal 1992 and Cullinet Software, Inc. in fiscal 1990. More comprehensive
financial information is included in such Annual Report and Quarterly Report
and the other documents filed by the Buyer with the Commission, and the
financial data set forth below is qualified in its entirety by reference to
such reports and other documents including the financial statements (and any
related notes) contained therein. Such reports and other documents may be
examined and copies may be obtained from the offices of the Commission in the
same manner as set forth with respect to the Company in Section 8.

-15-
<PAGE> 16
COMPUTER ASSOCIATES INTERNATIONAL, INC.

SELECTED CONSOLIDATED FINANCIAL DATA
(In thousands, except per Share data)

<TABLE>
<CAPTION>
INCOME STATEMENT FISCAL YEAR ENDED NINE MONTHS ENDED
DATA MARCH 31, DECEMBER 31,
------------------------------------------ ---------------------
1993 1992 1991 1993 1992
------ ------ ------ ------ ------
(Unaudited)
<S> <C> <C> <C> <C> <C>
Total revenue $1,841,008 $1,508,761 $1,300,558 $1,514,730 $1,300,947
Income before income
taxes 383,663 267,066 213,559 378,980 228,357

Net Income 245,544 162,909 130,255 242,475 146,442
Net Income per common
share 1.44 .92 .70 1.41 .86

Dividends declared per
common share .10 .10 .10 .07 .05
</TABLE>

<TABLE>
<CAPTION>
December 31,
BALANCE SHEET DATA MARCH 31, 1993
------------------------------ --------
1993 1992 (Unaudited)
------ ------
<S> <C> <C> <C>
Working capital $ 340,694 $ 311,058 $ 341,370
Total assets 2,348,819 2,168,862 2,361,370

Long-term debt (less
current maturities) 166,714 40,804 82,104
Stockholders' equity 1,054,530 988,339 1,136,397
</TABLE>

The Buyer is subject to the informational requirements of the Exchange
Act and in accordance therewith files periodic reports, proxy statements and
other information with the Commission relating to its business, financial
condition and other matters. The Buyer is required to disclose in such proxy
statements certain information, as of particular dates, concerning its
directors and officers, their remuneration, stock options granted to them, the
principal holders of its securities and any material interests of such persons
in transactions with the Buyer. Such reports, proxy statements and other
information should be available for inspection and copying at the offices of
the Commission in the same manner as set forth with respect to the Company in
Section 8.

-16-
<PAGE> 17
Except as described in this Offer to Purchase, neither the Buyer, the
Merger Subsidiary nor, to their knowledge, any of the persons listed in
Schedule I hereto or any associate or majority owned subsidiary of any of the
foregoing, beneficially owns or has the right to acquire any equity securities
of the Company, nor has the Buyer, the Merger Subsidiary or, to their
knowledge, any of the persons or entities referred to above or any of the
respective executive officers, directors or subsidiaries of any of the
foregoing, effected any transaction in the equity securities of the Company
during the past 60 days.

Except as described in this Offer to Purchase, neither the Buyer, the
Merger Subsidiary nor, to their knowledge, any of the persons listed in
Schedule I hereto, has any contract, arrangement, understanding or relationship
with any other person with respect to any securities of the Company, including,
but not limited to, any contract, arrangement, understanding or relationship
concerning the transfer or the voting of any securities of the Company, joint
ventures, loan or option arrangements, puts or calls, guaranties of loans,
guaranties against loss or the giving or withholding of proxies.

Except as described in this Offer to Purchase, there have been no
contracts, negotiations or transactions between the Buyer, the Merger
Subsidiary or any other subsidiary of the Buyer or, to their knowledge, any of
the persons listed in Schedule I hereto, on the one hand, and the Company or
its affiliates, on the other hand, concerning a merger, consolidation or
acquisition, a tender offer or other acquisition of securities, an election of
directors, or a sale or other transfer of a material amount of assets.

Except described in this Offer to Purchase, none of the Buyer, the
Merger Subsidiary, any other subsidiary of the Buyer, or, to their knowledge,
any of the persons listed in Schedule I hereto, has had any business
relationship or transaction with the Company or any of its executive officers,
directors or affiliates that would require disclosure pursuant to the rules and
regulations of the Commission.

10. SOURCE AND AMOUNT OF FUNDS.

The total amount of funds required by the Merger Subsidiary to
purchase Shares pursuant to the Offer and to pay related fees and expenses is
estimated to be approximately $330 million. The Merger Subsidiary plans to
obtain all funds needed for the Offer and the Merger from the Buyer by means of
a capital contribution, loan or a combination thereof. The Buyer will obtain
such funds (i) from its general corporate funds and (ii) by borrowing under its
Credit Agreement dated as of December 9, 1991 between the Buyer, as Borrower,
the banks and other financial institutions party thereto, as Banks (the
"Banks"), and Credit Suisse, as Agent, as amended (the "Credit Agreement"). As
of May 17, 1994, the Buyer had approximately $337 million in cash, cash
equivalents and marketable securities. The Credit Agreement provides for
borrowings by the Buyer of up to an aggregate of $100 million of Tranche A
Loans and up to an aggregate of $150 million of Tranche B Loans, in each case
on an unsecured basis and at interest rates (at the Buyer's option) of (i) the
relevant London interbank offered rate plus 3/8%, (ii) the relevant term
federal funds rate plus 1/2%, or (iii) the higher of (x) the relevant Credit
Suisse base lending rate and (y) the relevant overnight federal funds rate plus
1/2%. Such Loans are repayable (with a right to reborrow) on the last day of
each interest period applicable thereto, with full and final repayment due on
July 29, 1994 (in the

-17-
<PAGE> 18
case of any Tranche A Loan) or July 29, 1995 (in the case of any Tranche B
Loan) (unless extended pursuant to annual evergreen provisions by mutual
agreement between the Buyer and the Banks). The Credit Agreement includes
customary covenants by the Buyer, including consolidated net worth and leverage
ratio covenants.

11. BACKGROUND OF THE OFFER; PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH
THE COMPANY.

In late January 1994, Mr. John Dexheimer of Unterberg Harris, as
financial advisor to the Company, contacted representatives of the Buyer to
inquire whether the Buyer would have an interest in a business combination
transaction with the Company. Shortly thereafter, Mr. Sanjay Kumar, President
of the Buyer, expressed an interest in receiving information about the Company.
In a meeting with Mr. Dexheimer on March 2, Mr. Kumar signed a confidentiality
agreement with the Company (the provisions of which have been superseded and
replaced by the provisions of the Merger Agreement) and discussed generally
collecting information and scheduling due diligence meetings with the Company.
In early March, Mr. Dexheimer scheduled due diligence meetings but shortly
afterwards advised Mr. Kumar that the Company desired to delay the due
diligence meetings. Following further scheduling discussions on March 14 and
15, Mr. Dexheimer, together with Mr. Larry Sonsini of Wilson, Sonsini, Goodrich
& Rosati, P.C., counsel to the Company, advised Mr. Kumar that the Company was
not in a position at that time to commence due diligence meetings or
discussions about a possible business combination transaction with the Buyer.

On or about April 12, Mr. Sonsini called Mr. Kumar to determine if the
Buyer remained interested in commencing a due diligence process and holding
discussions about a possible business combination transaction. Mr. Kumar
expressed interest in commencing the process and recommended that it be done on
an expedited basis. Shortly thereafter, Mr. Michael Urfirer of Bear, Stearns &
Co., Inc., as financial advisor to the Company, also contacted Mr. Kumar. Mr.
Kumar held several conversations with Mr. Urfirer during the rest of April,
principally concerning the provision of information about the Company. In
early May, the Buyer sent representatives to the offices of the Company to
commence a limited due diligence investigation.

The Board Of Directors of the Buyer met on May 12 to discuss a
possible acquisition of the Company for cash and preliminarily approved a price
range for the Company's common stock. On that day, Mr. Kumar held discussions
by telephone conference first with Mr. Urfirer, and then with Dr. Eric Carlson
and Mr. Gary Filler, President and Executive Vice President, respectively, of
the Company, to discuss the Buyer's indication of interest for an acquisition
of the Company at a price in the approved range. Mr. Kumar indicated that the
Buyer's interest was still conditioned on the satisfactory completion of its
due diligence review of the Company and its business and on the negotiation of
a definitive Merger Agreement and Stockholder Option Agreement satisfactory in
all respects to the Buyer. Representatives of the Company indicated that they
would discuss the Buyer's indication of interest with the Company's Board of
Directors.

Representatives of the Buyer and the Company (including their
respective legal advisors) met beginning on May 14 at the offices of the
Company's counsel in Palo Alto to complete the Buyer's due diligence review and
to negotiate the terms of the Merger Agreement and the Stockholder Option
Agreement. On May 14, the Company and the Buyer entered into an agreement
under which the Company agreed not to discuss with third parties a business
combination transaction relating to the

-18-
<PAGE> 19
Company, with certain exceptions. Mr. Kumar participated in the continuing
negotiations by telephone from time to time during the period from May 14 to
early in the morning of May 19.

On May 18, the Buyer's Board of Directors unanimously approved the
acquisition of the Company at a price in a range of $13.00 to $13.50 per Share
and the other principal terms of the Merger Agreement and the Stockholder
Option Agreement, subject to Mr. Kumar's and other authorized officers'
satisfaction with the resolution of a few remaining issues. Mr. Kumar
subsequently communicated to the Company that subject to resolution of the
remaining issues, the Buyer would be willing to pay $13.25 per Share for all of
the outstanding Shares of the Company. After the close of trading on the New
York Stock Exchange, the Company advised the Buyer that its Board of Directors
had unanimously approved a cash tender offer by the Buyer for $13.25 per Share
and the other terms of the Merger Agreement and the Stockholder Option
Agreement, subject to authorized officers' satisfaction with the resolution of
certain remaining issues. The negotiations continued over the remaining issues
into the early morning of May 19, after which time the Merger Agreement and the
Stockholder Option Agreement were executed and the transaction publicly
announced before the open of trading on the New York Stock Exchange on May 19.

12. PURPOSE OF THE OFFER; MERGER AGREEMENT; APPRAISAL RIGHTS; STOCKHOLDER
OPTION AGREEMENT; FINANCIAL ADVISORS.

The purpose of the Offer is to acquire control of, and the entire
equity interest in, the Company. Following the Offer, the Buyer and the Merger
Subsidiary intend to acquire any remaining equity interest in the Company not
acquired in the Offer by consummating the Merger.

The Merger Agreement. The following description of the Merger
Agreement is qualified in its entirety by reference to the text of such
agreement, a copy of which is attached as an exhibit to the Merger Subsidiary's
and Buyer's Schedule 14D-1 and 13D with respect to the transaction contemplated
hereby filed with the Commission pursuant to the Exchange Act.

The Offer. The Merger Agreement provides for the making of the Offer.
The obligation of the Merger Subsidiary to accept for payment or pay for Shares
is subject to the satisfaction of the Minimum Condition and certain other
conditions that are described in Section 15 hereof. Pursuant to the terms of
the Merger Agreement, the Buyer and the Merger Subsidiary expressly reserve the
right to waive any of the conditions to the Offer (other than the Minimum
Condition) and to make any change in the terms or conditions of the Offer;
provided that, without the written consent of the Company, no change may be
made which changes the form of consideration to be paid in the Offer, decreases
the price per Share or the number of Shares being sought in the Offer, or which
imposes conditions to the Offer in addition to those expressly set forth in the
Merger Agreement or which materially adversely (from the holders of the Shares'
point of view) changes the conditions expressly set forth in the Merger
Agreement.

Consideration to be Paid in the Merger. The Merger Agreement provides
that, following the purchase of Shares pursuant to the Offer and upon the terms
(but subject to the conditions) set forth in the Merger Agreement, the Merger
Subsidiary will be merged with and into the Company (the "Merger"). In the
Merger, each outstanding Share not held, directly or indirectly, by the Buyer,
the Merger Subsidiary or any of their respective subsidiaries or by the Company
as treasury stock

-19-
<PAGE> 20
(other than Shares as to which appraisal rights have been exercised pursuant to
Section 262 of the Delaware Law ("Dissenting Shares")) will be converted into
the right to receive $13.25 in cash. Each share of common stock of the Merger
Subsidiary issued and outstanding immediately prior to the time of the Merger
will be converted into and become one share of common stock of the Surviving
Corporation, which will thereupon become a wholly owned subsidiary of the
Buyer. The Merger Agreement provides that the Merger will be consummated as
soon as practicable after the satisfaction or waiver of the conditions to the
Merger and shall become effective upon filing of a certificate of merger with
the Secretary of State of Delaware or at such later time specified in the
certificate (the "Effective Time").

Board Representation. The Merger Agreement provides that, effective
upon the acceptance for payment by the Merger Subsidiary pursuant to the Offer
of Shares in an amount not less than the Minimum Condition, the Buyer shall be
entitled to designate the number of directors, rounded up to the nearest whole
number, on the Company's Board of Directors, as will make the percentage of the
Company's directors designated by the Buyer equal to the percentage of
outstanding Shares then owned (or accepted for payment) by the Buyer and the
Merger Subsidiary. The Company has agreed that it will take all necessary and
appropriate action in accordance with applicable law and its Certificate of
Incorporation and By-Laws to cause the Buyer's designees to be elected or
appointed to the Company's Board of Directors, including increasing the number
of directors and seeking and accepting resignations of incumbent directors.
Following the appointment of the Buyer's designees to the Board, until the
Effective Time, any amendment or termination of the Merger Agreement, extension
for the performance or waiver of the obligations or other acts of the Buyer or
the Merger Subsidiary or waiver of the Company's rights under the Merger
Agreement shall require the approval of a majority of the directors who are
neither designees of the Buyer nor employees of the Company.

The Merger Agreement provides that the directors and officers of the
Merger Subsidiary immediately prior to the Effective Time will be the initial
directors and officers of the Surviving Corporation, each to hold office until
his or her respective successors are duly elected and qualified. As provided
in the Merger Agreement, the Certificate of Incorporation of the Merger
Subsidiary (except for a change in the name of the corporation) and the By-Laws
of the Merger Subsidiary, as in effect immediately prior to the Effective Time,
will be the Certificate of Incorporation and By-Laws of the Surviving
Corporation.

Stockholder Meeting. The Merger Agreement provides that, if required
by applicable law, the Company will call a meeting of its Stockholders to be
held as soon as reasonably practicable after the consummation of the Offer for
the purpose of obtaining any stockholder approvals required in connection with
the transactions contemplated by the Merger Agreement. Under the Merger
Agreement, at any such meeting the Buyer and the Merger Subsidiary will vote
all Shares acquired or beneficially owned by them in favor of approval of the
Merger Agreement and the Merger.

If the Minimum Condition is satisfied pursuant to the Offer, the
Merger Subsidiary will hold at least a majority of the outstanding Shares on a
Fully Diluted Basis and will be able to assure that the requisite number of
affirmative votes in favor of approval of the Merger Agreement will be
received, even if no other Stockholder votes in favor thereof. If the Merger
Subsidiary obtains at least 90% of the outstanding Shares, it may effect the
Merger without any notice to and without the

-20-
<PAGE> 21
authorization of the Stockholders of the Company pursuant to the "short-form"
merger provisions of Delaware Law.

Representations and Warranties. The Merger Agreement contains various
representations and warranties of the parties thereto. These include
representations and warranties by the Company with respect to corporate
existence and power, corporate authorization, governmental authorization,
non-contravention, capitalization, subsidiaries, Commission filings, financial
statements, absence of certain changes, material liabilities, litigation,
taxes, employee benefits, compliance with laws, finders' fees, environmental
matters, material contracts, intellectual property, insurance coverage and
other matters.

The Buyer and the Merger Subsidiary have also made certain
representations and warranties with respect to corporate existence and power,
corporate authorization, governmental authorization, non-contravention,
finders' fees, financing and other matters.

Conduct of Business Pending the Merger. The Company has agreed that
during the period from the date of the Merger Agreement to the Effective Time,
except as otherwise provided in the Merger Agreement or consented to by the
Buyer (which consent shall not be unreasonably withheld), that the Company and
its subsidiaries will conduct their business in the ordinary course consistent
with past practice and shall use their best efforts to preserve intact their
business organizations and maintain satisfactory relationships with third
parties with whom they have business relationships. The Company has further
agreed that, until the Effective Time, without the prior approval (which
approval shall not be unreasonably withheld) of the Buyer, neither it nor any
of its subsidiaries will, among other things: (i) except as expressly
contemplated by the Merger Agreement, amend or otherwise change its charter or
by-laws or the Rights Agreement, (ii) enter into any material commitment or
transaction (including, but not limited to, any material borrowing, capital
expenditure or sale of assets), other than in the ordinary course of business,
(iii) grant any increase in the compensation payable or to become payable by
the Company or any of its subsidiaries to any of their officers or employees or
any increase in any bonus, insurance, pension or other employee benefit plan,
payment or arrangement (including, but not limited to, the granting of stock
options, stock appreciation rights or restricted stock awards) made to, for or
with such officers or employees, (iv) enter into any employment agreement or,
except in accordance with the Company's existing written policy, grant any
severance or termination pay with or to any officer, director or employee of
the Company or any of its subsidiaries, (v) except as expressly contemplated by
the Merger Agreement, amend any of its stock option or stock purchase plans,
including any options or rights thereunder, (vi) enter into any foreign
currency trading transactions, other than in the ordinary course of business
consistent with past practices and not, in the aggregate, in excess of
$500,000, (vii) enter into any customer sale or license agreements with
non-standard terms or at discounts from list prices in excess of 20%, (viii)
pay commissions to sales employees except on the basis of executed customer
contracts with respect to products actually delivered to customers, (ix) enter
into any contracts or series of related contracts involving amounts in excess
of $50,000 for any transaction or $150,000 for any series of transactions, (x)
enter into any customer agreements providing for product replacements, or (xi)
(A) take any action, or agree or commit to take any action that would make any
representation and warranty of the Company under the Merger Agreement
inaccurate in any respect at, or as of any time prior to, the Effective Time or
(B) omit or agree or commit to omit to

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<PAGE> 22
take any action necessary to prevent any such representation or warrant from
being inaccurate in any respect at any such time.

The Company has agreed to give the Buyer and its representatives full
access to the offices, properties, books and records, of the Company and its
subsidiaries, and to furnish the Buyer with other information concerning its
business, properties and personnel as the Buyer may reasonably request.

Subject to the terms and conditions of the Merger Agreement, each of
the Buyer, the Merger Subsidiary and the Company has agreed to use its
reasonable efforts to take, or cause to be taken, all actions, and to do, or
cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate the transactions contemplated by the Merger
Agreement.

Agreements with respect to Employee Matters. The Company has agreed
under the Merger Agreement to terminate its 1992 Overseas Employee Stock
Purchase Plan and its 1993 Employee Stock Purchase Plan and to amend its 401(k)
plan prior to the Effective Time to permit employer matching contributions
thereunder to be made in cash. The Buyer intends to make its 401(k) plan
available after the Effective Time to employees of the Company.

Under the Merger Agreement, the Buyer has reserved the ability to
elect whether to cash out or assume outstanding stock options under the
Company's various option plans if the Merger is consummated. Options under the
Company's 1991 Stock Plan (including options issued in the Company's previously
announced option repricing exchange program, but excluding options under the
Company's 1991 United Kingdom Stock Option Plan) will accelerate and vest in
full immediately upon consummation of the Offer and, unless otherwise directed
by the Buyer, will be cancelled in exchange for a per Share cash payment equal
to the excess, if any, of the Merger consideration over the applicable option
exercise price. Options under other plans, and 1991 Stock Plan options not so
cancelled, will remain outstanding after consummation of the Offer and prior to
the Merger.

In the event the Merger proceeds, the Buyer may choose one or more of
the following treatments of the Company's stock options: (i) follow applicable
plan procedures for terminating the options after a 15-day or 30-day exercise
period (including, except in the case of the 1991 United Kingdom Stock Option
Plan, accelerated vesting); (ii) assume options (other than under the 1991
United Kingdom Stock Option Plan) by agreeing to pay the per Share Merger
consideration in cash with respect to the full amount of option shares (whether
or not previously vested) in lieu of issuing Shares; or (iii) assume options by
converting them into options to buy an equivalent amount of common stock of
Buyer, based on the average closing price of Buyer common stock for the five
trading days preceding the Effective Time. In the event the options are
converted into options for Buyer common stock, Buyer will use reasonable
efforts to register with the Commission the Buyer common stock to be issued
upon exercise of the new options and shall maintain the effectiveness of such
registration statements until exercise or termination of all Buyer options.

Notwithstanding the foregoing, options for 625,000 Shares owned by certain
officers and directors of the Company will be amended to provide for their
cancellation for a 1995 cash payment in order to avoid liability under Section
16(b) of the Exchange Act. The cash payment would be equal to the excess, if
any, of the Merger consideration over the applicable option exercise price.

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<PAGE> 23
Other Offers. Pursuant to the Merger Agreement, the Company has
agreed that the Company and its subsidiaries and the officers, directors,
employees or other agents of the Company and its subsidiaries will not,
directly or indirectly, (i) take any action to solicit, initiate or encourage
any Acquisition Proposal (as defined below) or (ii) subject to the fiduciary
duties of the Board of Directors under applicable law upon the advice of
counsel to the Company, and in response to an unsolicited request therefor by a
person who a majority of the Company's Board of Directors believes intends to
submit a Superior Acquisition Proposal (as defined below), engage in
negotiations with, or disclose any nonpublic information relating to the
Company or any of its subsidiaries or afford access to the properties, books or
records of the Company or any of its subsidiaries to, any Person that may be
considering making, or has made, an Acquisition Proposal. The Company has
agreed to promptly notify the Buyer after receipt of any Acquisition Proposal
or any indication that any Person is considering making an Acquisition Proposal
or any request for nonpublic information relating to the Company or any of its
subsidiaries or for access to the properties, books or records of the Company
or any of its subsidiaries by any Person that may be considering making, or has
made, an Acquisition Proposal and has agreed to keep the Buyer fully informed
of the status and details of any such Acquisition Proposal, indication or
request. "Acquisition Proposal" means any offer or proposal for, or any
indication of interest in, a merger or other business combination involving the
Company or any of its subsidiaries or the acquisition of any equity interest
in, or a substantial portion of the assets of, the Company or any of its
subsidiaries, other than the transactions contemplated by the Merger Agreement.
"Superior Acquisition Proposal" means an Acquisition Proposal which a majority
of the disinterested directors determines in its good faith judgment (based on
advice of the Company's independent financial advisor) to be more favorable to
the Company's stockholders than the Offer or the Merger, and for which
financing, to the extent required, is then committed. Nothing in the Merger
Agreement shall be deemed to prohibit the Company and its Board of Directors
from (i) taking and disclosing a position with respect to a tender offer by a
third party pursuant to Rules 14d-9 and 14e-2(a) promulgated under the Exchange
Act and (ii) making such disclosures to the Company's stockholders which, in
the judgment of and subject to the fiduciary duties of the Board of Directors
of the Company, with the advice of counsel to the Company, may be required
under applicable law.

Agreement with respect to Director and Officer Indemnification and
Insurance. Pursuant to the Merger Agreement, the Buyer has agreed, subject to
any limitation imposed under applicable law, that all rights to indemnification
now existing in favor of the directors and officers of the Company as provided
in the Company's Certificate of Incorporation or By-Laws in effect on the date
of the Merger Agreement shall survive the Merger and shall continue in effect
for a period of six years from the consummation of the Merger. The Buyer has
further agreed that it will cause the Surviving Corporation to use its
reasonable efforts to maintain in effect for three years after the Effective
Time, officers' and directors' liability insurance covering those persons
currently covered by the Company's officers' and directors' liability insurance
policy on terms with respect to coverage and amount no less favorable than
those policies in effect at May 18, 1994 with respect to acts or omissions
occurring before the Effective Time, except that the Surviving Corporation will
not be required to pay in premiums for any year an amount exceeding the
Company's premium cost for its policy for the fiscal year ended June 30, 1993.

Other Agreements. The Buyer has agreed that it will take all action
necessary to cause the Merger Subsidiary to perform its obligations under the
Merger Agreement (including providing the

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<PAGE> 24
Merger Subsidiary with sufficient funds to pay the aggregate purchase price of
Shares accepted for purchase pursuant to the Offer) and to consummate the
Merger on the terms and conditions set forth in the Merger Agreement. The
Buyer also made certain agreements regarding confidentiality, including its
agreement to hold, and use its best efforts to cause its officers, directors,
employees, accountants, counsel, consultants, advisors and agents to hold, in
confidence (subject to certain exceptions), unless compelled to disclose by
judicial or administrative process or by other requirements of law, certain
confidential documents and information concerning the Company and its
subsidiaries furnished to the Buyer in connection with the transactions
contemplated by the Merger Agreement.

Rights Agreement. The Company has amended the Rights Agreement to
make it and the Common Stock Purchase Rights thereunder ("Rights") inapplicable
to the Offer, the Merger and the Stockholder Option Agreement (and the Stock
Option). The Rights will expire upon consummation of the Merger.

Conditions to the Merger. Pursuant to the Merger Agreement, the
respective obligations of each party to consummate the Merger are subject to
the satisfaction or waiver, where permissible, at or before the Effective Time
of the following conditions: (i) the Merger Subsidiary shall have accepted for
payment and paid for Shares tendered pursuant to the Offer in an amount equal
to at least the Minimum Condition, (ii) the approval of the Merger Agreement by
the affirmative vote of the Stockholders by requisite vote in accordance with
applicable law, if such vote is required by applicable law, (iii) no provision
of any applicable law or regulation and no judgment, injunction, order or
decree shall prohibit the consummation of the Merger, (iv) the applicable
waiting period (and any extension thereof) under the HSR Act shall have expired
or been terminated, and (v) all actions by or in respect of or filing with any
governmental body, agency, official or authority required to consummate the
Merger shall have been obtained. In addition the obligations of the Buyer and
the Merger Subsidiary to consummate the Merger are subject to the satisfaction
of the further conditions that no court, arbitrator or governmental body,
agency or official shall have issued any order, and there shall not be any
statute, rule or regulation, restraining or prohibiting the consummation of the
Merger or the effective operation of the business of the Company and its
subsidiaries after the Effective Time, and no proceeding challenging the Merger
Agreement or the transactions contemplated thereby or seeking to prohibit,
alter, prevent or materially delay the Merger shall have been instituted by any
person before any court, arbitrator or governmental body, agency or official
and be pending.

Termination. The Merger Agreement may be terminated by (i) the mutual
written consent of the Buyer and the Company, (ii) by either the Company or the
Buyer, (A) if the Merger has not been consummated by December 31, 1994, (B) if
there shall be any law or regulation that makes consummation of the Merger
illegal or otherwise prohibited or if any judgment, injunction, order or decree
enjoining the Buyer or the Company from consummating the Merger is entered and
such judgment, injunction, order or decree shall become final and
nonappealable, (C) if the Offer expires without any Shares having been
purchased promptly thereafter pursuant to the Offer (unless the party proposing
to so terminate is in material breach of its representations and warranties,
covenants or other obligations under the Merger Agreement) or (D) prior to the
purchase of Shares pursuant to the Offer, if there has been a willful breach by
the other party of any representation, warranty, covenant or agreement set
forth in the Merger Agreement, (iii) by the Buyer, upon the occurrence

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of any Trigger Event (as defined below), (iv) by the Company, if Merger
Subsidiary shall have failed to commence this Offer in accordance with the
Merger Agreement, or (v) by the Company, prior to the purchase of any Shares
pursuant to the Offer, if the Company receives an Acquisition Proposal which
the Company's Board of Directors determines is more favorable to the
Stockholders than the Offer and the Merger.

Fees and Expenses. Each party to the Merger Agreement has agreed to
pay its own fees and expenses and there are no provisions for payment by the
Company of the fees and expenses of the Buyer or the Merger Subsidiary or vice
versa, if the Merger Agreement is terminated, except as stated below. The
Company has agreed to pay the Buyer a fee in immediately available funds equal
to $12,500,000 promptly, but in no event later than two business days, after
the termination of the Merger Agreement as a result of the occurrence of any of
the following events (each a "Trigger Event"): (i) the Company shall have
entered into, or shall have publicly announced its intention to enter into, an
agreement or an agreement in principle with respect to any Acquisition
Proposal, (ii) any person or group (as defined in Section 13(d)(3) of the
Exchange Act) (other than the Buyer or any of its affiliates) shall have become
the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange
Act) of at least 25% of the outstanding Shares or shall have acquired, directly
or indirectly, at least 25% of the assets of the Company, (iii) any person or
group shall have commenced, or shall have publicly announced an intention to
commence, a tender or exchange offer for at least majority of the outstanding
Shares for a consideration per Share greater than the consideration per Share
offered under the Offer, (iv) any representation or warranty made by the
Company in, or pursuant to, the Merger Agreement shall not have been true and
correct in all material respects when made and any such failures to be true and
correct could reasonably be expected to have, individually or in the aggregate,
a material adverse effect on the condition (financial or otherwise), business,
assets, results of operations or prospects of the Company and its subsidiaries
taken as a whole (except that reductions or delays in orders of products of the
Company or its subsidiaries due solely to any rumors, speculation or
announcement of a potential merger involving the Company or the execution of
the Merger Agreement and the Merger shall be excluded for consideration for
purposes of the effect of an action or inaction on the Company and its
subsidiaries taken as a whole) (a "Modified Material Adverse Effect"), or the
Company shall have failed to observe or perform in any material respect any of
its obligations under the Merger Agreement, (v) the Board of Directors of the
Company shall have withdrawn or materially modified in a manner adverse to the
Buyer or the Merger Subsidiary its approval or recommendation of the Offer, the
Merger or the Merger Agreement or its approval of the entry by the Buyer into
the Stockholder Option Agreement, in any such case whether or not such
withdrawal or modification is required by the fiduciary duties of the Board of
Directors of the Company, or (vi) prior to the purchase of any Shares under the
Offer, the Company shall have received an Acquisition Proposal which the
Company's Board of Directors determines is more favorable to the Stockholders
than the Offer and the Merger, whether or not such determination is required by
the fiduciary duties of the Board of Directors of the Company.

The Company also has agreed to assume and pay, or reimburse the Buyer
for, all reasonable fees payable and expenses incurred by the Buyer (including
the fees and expenses of its counsel and the fees and expenses of institutions
that are considering making or have made a commitment to provide financing for
the transactions contemplated hereby) in connection with the Merger Agreement
and the transactions contemplated thereby, in an aggregate amount not to exceed
$2,500,000,

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<PAGE> 26
whether or not the Offer or the Merger is consummated. The Company has agreed
that no professional fees and expenses payable by the Company in connection
with the transactions contemplated by the Merger Agreement (other than fees of
Bear Stearns & Co., Inc. and Unterberg Harris) shall be based on terms other
than regular hourly rates and actual out-of-pocket expenses.

Timing. The exact timing and details of the Merger will depend upon
legal requirements and a variety of other factors, including the number of
Shares acquired by the Merger Subsidiary pursuant to the Offer. Although the
Buyer has agreed to cause the Merger to be consummated on the terms set forth
above, there can be no assurance as to the timing of the Merger.

The Buyer and the Merger Subsidiary reserve the right to acquire
additional Shares following the expiration or termination of the Offer through
open market transactions, private purchases, other tender offers or otherwise,
on terms and at prices that may be the same as, or more or less favorable than,
those of the Offer.

Appraisal Rights. Stockholders do not have dissenters' rights as a
result of the Offer. However, if the Merger is consummated, Stockholders of
the Company at the time of the Merger who do not vote in favor of or consent in
writing to the Merger will have the right under Delaware Law to dissent and
demand appraisal of their Shares in accordance with Section 262 of the Delaware
Law.

Under Delaware Law, dissenting stockholders who comply with the
applicable statutory procedures will be entitled to receive a judicial
determination of the fair value of their Shares (exclusive of any element of
value arising from the accomplishment or expectation of the Merger) and to
receive payment of such fair value in cash, together with a fair rate of
interest, if any. Any such judicial determination of the fair value of the
Shares could be based upon considerations other than or in addition to the
price paid in the Offer (or the Merger) and the market value of the Shares.
Stockholders should recognize that the value so determined could be higher or
lower than the price per Share paid pursuant to the Offer or the Merger.
Moreover, the Buyer or the Merger Subsidiary may argue in an appraisal
proceeding that, for purposes of such a proceeding, the fair value of the
Shares is less than the price paid in the Offer (or the Merger). THE FOREGOING
SUMMARY OF THE RIGHTS OF DISSENTING STOCKHOLDERS DOES NOT PURPORT TO BE A
COMPLETE STATEMENT OF PROCEDURES TO BE FOLLOWED BY STOCKHOLDERS DESIRING TO
EXERCISE THEIR DISSENTERS' RIGHTS.

Stockholder Option Agreement. The following description of the
Stockholder Option Agreement (the "Stockholder Option Agreement") dated as of
May 18, 1994 among the Merger Subsidiary and the Stockholders named therein
(each a "Principal Stockholder") is qualified in its entirety by reference to
the text of such agreement, a copy of which is attached as an exhibit to the
Merger Subsidiary's and Buyer's Schedule 14D-1 and 13D with respect to the
transaction contemplated hereby filed with the Commission pursuant to the
Exchange Act.

Under the Stockholder Option Agreement, each Principal Stockholder has
granted the Merger Subsidiary the option (the "Stock Option") to purchase,
subject to the terms and conditions set forth in the Stockholder Option
Agreement, for a price of $13.25 per Share (including the associated Rights) in
cash, or to cause to be tendered pursuant to the Offer, such Principal
Stockholder's Shares (including the associated Rights). In addition, if the
price to be paid by the Merger Subsidiary

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<PAGE> 27
pursuant to the Offer is increased, the purchase price payable upon exercise of
the Stock Option shall similarly be increased. The Stockholder Option
Agreement also provides that the number and kind of Shares subject to the Stock
Option and the purchase price therefor shall be appropriately and equitably
adjusted in the event of changes in the Company's capital stock.

Subject to the terms of the Stockholder Option Agreement, the Merger
Subsidiary has the right to exercise the Stock Option, in whole or in part, at
any time up to 30 business days after the termination of the Merger Agreement.
If the Merger Subsidiary acquires any Shares pursuant to the Offer, it must
purchase all of the Shares subject to the Stockholder Option Agreement.

Each Principal Stockholder has agreed, in the Stockholder Option
Agreement, upon receipt of instructions from the Merger Subsidiary, to deliver
to the Depositary (i) a Letter of Transmittal with respect to such Principal
Stockholder's Shares complying with the terms of the Offer together with
instructions directing the Depositary to make payment for such Shares directly
to the Principal Stockholder (but if such Shares are not accepted for payment
and are to be returned pursuant to the Offer, to return such Shares to such
Principal Stockholder whereupon they shall continue to be held by such
Principal Stockholder subject to the terms and conditions of the Stockholder
Option Agreement), (ii) the certificates evidencing such Principal
Stockholder's Shares and (iii) all other documents or instruments required to
be delivered pursuant to the terms of the Offer. Each Principal Stockholder
has further agreed that it will not (without prior written notice to the Merger
Subsidiary) withdraw the tender effected thereby and that any withdrawn Shares
shall continue to be held by such Principal Stockholder subject to the terms
and conditions of the Stockholder Option Agreement.

The Principal Stockholders' obligations to sell their Shares (other
than by tendering pursuant to the Offer) under the Stockholder Option Agreement
are subject to the satisfaction of the following conditions: (i) the
representations and warranties of the Merger Subsidiary set forth in the
Stockholder Option Agreement shall be true and correct in all material respects
on the date of sale, (ii) the applicable waiting period under the HSR Act to
the exercise of the Stock Option shall have expired or been terminated, (iii)
there shall be no preliminary or permanent injunction or other order, decree or
ruling issued by a court of competent jurisdiction or by a governmental,
regulatory or administrative agency or commission, nor any statute, rule,
regulation or order promulgated or enacted by any governmental authority,
prohibiting or otherwise restraining such exercise of the Stock Option, (iv)
the Merger Subsidiary shall have commenced the Offer, the Merger Subsidiary
shall not have materially breached any of its material covenants and agreements
in the Merger Agreement, and the Merger Agreement shall not have been
terminated, and (v) (A) a tender or exchange offer for any Shares shall have
been made or publicly proposed to be made by another person, (B) it shall have
been publicly disclosed (or the Merger Subsidiary shall have learned) that any
person, entity or group (as that term is used in Section 13(d)(3) of the
Exchange Act) shall have acquired or proposed to acquire more than 25% of the
Shares, or shall have granted any option or right, conditional or otherwise, to
acquire more than 25% of the Shares, other than acquisitions for bona fide
arbitrage purposes, or a group shall have been formed the members of which hold
in the aggregate more than 25% of the Shares, (C) any person other than the
Merger Subsidiary or an affiliate of the Merger Subsidiary has entered into an
agreement or an agreement in principle providing for a merger, consolidation or
other business combination with, or a purchase of all or substantially all the
assets of, the Company or of any subsidiary or division of the Company the
business of which could constitute a "significant subsidiary" as that term is
used in Rule 1.02 of

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<PAGE> 28
Regulation S-X of the Commission, (D) the Board of Directors of the Company has
failed to make, or has revoked or modified, its unqualified recommendation in
favor of the Offer and the Merger or its approval of the entry by the Merger
Subsidiary into the Stockholder Option Agreement, or (E) the Company has
committed a material breach of any provision of the Merger Agreement.

Each Principal Stockholder has further agreed to not, directly or
indirectly, solicit, initiate or encourage any inquiry, proposal or offer from
any person to acquire the business, property or capital stock of the Company or
any direct or indirect subsidiary thereof, or any acquisition of a substantial
equity interest in, or a substantial amount of assets of, the Company or any
direct or indirect subsidiary thereof, whether by merger, purchase of assets,
tender offer or other transaction (a "Business Combination Proposal") or,
subject to a Principal Stockholder's fiduciary duty as a director of the
Company (if applicable), participate in any discussion or negotiations
regarding, or furnish to any other person any information with respect to, or
otherwise cooperate in any way with, or participate in, facilitate or encourage
any effort or attempt by any other person to make or seek any Business
Combination Proposal. Each Principal Stockholder agreed to promptly advise the
Merger Subsidiary of the terms of any communication it may receive relating to
a Business Combination Proposal.

In entering into the Stockholder Option Agreement, each Principal
Stockholder granted the Merger Subsidiary a proxy to vote, express consent or
dissent, or otherwise to utilize such voting power, in such manner and upon
such matters as the Merger Subsidiary shall, in its sole discretion, deem
proper with respect to such Principal Stockholder's Shares. The proxy will be
automatically revoked upon termination of the Stockholder Option Agreement.

Stockholders holding an aggregate of 6,033,803 Shares are parties to
the Stockholder Option Agreement. Based on the 75,000 Shares held of record by
the Buyer and assuming that the Shares that are subject to the Stockholder
Option Agreement are validly tendered and not withdrawn pursuant to a directive
from the Merger Subsidiary, approximately 7,152,642 additional Shares would be
required to be tendered under the Offer in order to satisfy the Minimum
Condition (assuming the number of Fully Diluted Shares set forth in the
Introduction hereto).

The Merger Subsidiary reserves the right to transfer or assign, in
whole or from time to time in part, to any of its affiliates its rights under
the Stockholder Option Agreement.

Delaware Law. In addition, the Merger would have to comply with other
applicable procedural and substantive requirements of Delaware Law, including
any duties to other stockholders imposed upon a controlling or, if applicable,
majority stockholder. Several recent decisions by the Delaware courts, which
may or may not apply to the Merger, have held that a controlling stockholder of
a company involved in a merger has a fiduciary duty to other stockholders which
requires that the merger be "entirely fair" to such other stockholders. In
determining whether a merger is fair to minority stockholders, Delaware courts
have considered, among other things, the type and amount of the consideration
to be received by the stockholders and whether there was fair dealing among the
parties.

The Company is incorporated under the laws of the State of Delaware,
which has adopted certain laws regarding business combinations. In general,
Section 203 of Delaware Law prevents

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an "interested stockholder" (generally, a stockholder owning 15% or more of a
corporation's outstanding voting stock or an affiliate or associate thereof)
from engaging in a "business combination" (defined to include a merger and
certain other transactions) with a Delaware corporation for a period of three
years following the date on which such stockholder became an interested
stockholder unless (i) prior to such date the corporation's board of directors
approved either the business combination or the transaction which resulted in
such stockholder becoming an interested stockholder, (ii) upon consummation of
the transaction which resulted in such stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the corporation's
voting stock outstanding at the time the transaction commenced (excluding
shares owned by certain employee stock plans and persons who are directors and
also officers of the corporation) or (iii) on or subsequent to such date the
business combination is approved by the corporation's board of directors and
authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
stock not owned by the interested stockholder. The Board of Directors of the
Company has approved the Merger Agreement and the transactions contemplated
thereby, including the Offer, the Merger and the Stockholder Option Agreement,
and the entry by the Merger Subsidiary (or an affiliate thereof) into the
Stockholder Option Agreement for purposes of Section 203. Accordingly, the
restrictions of Section 203 do not apply to the transactions contemplated by
this Offer to Purchase or by the Stockholder Option Agreement.

Other Matters. Any merger or other similar business combination
proposed by the Buyer would also have to comply with any applicable Federal
law. In particular, the Commission has adopted Rule 13e-3 under the Exchange
Act which is applicable to certain "going private" transactions. The Buyer
believes that Rule 13e-3 will not be applicable to the Merger unless the Merger
is consummated more than one year after termination of the Offer or if an
alternative merger transaction were to provide for stockholders to receive
consideration for their Shares in an amount less than the price per Share paid
pursuant to the Offer. If applicable, Rule 13e-3 would require, among other
things, that certain financial information concerning the Company and certain
information relating to the fairness of the proposed transaction and the
consideration offered to minority stockholders in such a transaction be filed
with the Commission and distributed to such stockholders prior to consummation
of the transaction.

If for any reason the Merger is not consummated, the Buyer and the
Merger Subsidiary will evaluate their other alternatives. Such alternatives
could include purchasing additional Shares in the open market, in privately
negotiated transactions, in another tender or exchange offer or otherwise, or
taking no further action to acquire additional Shares. Any additional
purchases of Shares could be at a price greater or less than the price to be
paid for Shares in the Offer and could be for cash or other consideration.
Alternatively, the Merger Subsidiary may sell or otherwise dispose of any or
all Shares acquired pursuant to the Offer or otherwise. Such transactions may
be effected on terms and at prices then determined by the Buyer or the Merger
Subsidiary, which may vary from the price to be paid for Shares in the Offer.

The Buyer intends to conduct a detailed review of the Company and its
assets, corporate structure, dividend policy, capitalization, operations,
properties, policies, management and personnel and to consider, subject to the
terms of the Merger Agreement, what, if any, changes would be desirable in
light of the circumstances then existing, and reserves the right to take such
actions or

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<PAGE> 30
effect such changes as it deems desirable. Such changes could include changes
in the Company's business, corporate structure, capitalization, Board of
Directors, management or dividend policy. In furtherance of this, the Company
has agreed to cause each of its subsidiaries to cause each officer and director
of such subsidiary to deliver resignations to such subsidiary effective at the
Effective Time of the Merger.

Except as otherwise described in this Offer to Purchase, the Buyer and
the Merger Subsidiary have no current plans or proposals that would relate to,
or result in, any extraordinary corporate transaction involving the Company,
such as a merger, reorganization or liquidation involving the Company or any of
its subsidiaries, a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries, any material change in the Company's
capitalization or dividend policy or any other material change in the Company's
business, corporate structure, Board of Directors or management.

Financial Advisors. Bear, Stearns & Co., Inc. has delivered its
written opinion to the Company's Board of Directors to the effect that the cash
consideration of $13.25 per share proposed to be paid to the Stockholders in
the Offer and the Merger is fair to the Stockholders from a financial point of
view. The Company has advised the Buyer and the Merger Subsidiary that copies
of such written opinion will be included in a statement by the Schedule 14D-9
that is being mailed to the Stockholders contemporaneously herewith.
Stockholders are urged to read such opinion in its entirety.

The Company has informed the Buyer and the Merger Subsidiary that the
Company has agreed to pay Bear, Stearns & Co., Inc. and Unterberg Harris
(collectively, the "Financial Advisors") fees aggregating approximately $5.1
million, if the Offer and the Merger are consummated (which amount includes
minimum fees of $1.2 million that are payable to the Financial Advisors
regardless of whether the Offer and Merger are consummated), for their
respective financial advisory services relative to the transactions
contemplated by the Merger Agreement, to reimburse each Financial Advisor for
its out-of-pocket expenses and to indemnify each Financial Advisor against
certain liabilities and expenses, including certain liabilities under the
federal securities laws. Thomas I. Unterberg, a member of the Board of
Directors of the Company, is a principal of Unterberg Harris.

13. DIVIDENDS AND DISTRIBUTIONS.

If on or after May 17, 1994, the Company should
(notwithstanding the fact that the following actions are prohibited under the
Merger Agreement) (i) split, combine or otherwise change the Shares or its
capitalization, (ii) acquire or otherwise cause a reduction in the number of
outstanding Shares or (iii) issue or sell any additional Shares (other than
Shares issued pursuant to and in accordance with the terms in effect on May 17,
1994 of employee stock options or purchase rights outstanding prior to such
date), shares of any other class or series of capital stock, other voting
securities or any securities convertible into, or options, rights, or warrants,
conditional or otherwise, to acquire, any of the foregoing, then, without
prejudice to the Merger Subsidiary's rights under Section 15, the Merger
Subsidiary may, in its sole discretion, make such adjustments in the purchase
price and other terms of the Offer as it deems appropriate including the number
or type of securities to be purchased.

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If, on or after May 17, 1994, the Company should (notwithstanding the fact
that the following actions are prohibited under the Merger Agreement) declare
or pay any dividend on the Shares or any distribution with respect to the
Shares (including the issuance of additional Shares or other securities or
rights to purchase of any securities) that is payable or distributable to
Stockholders of record on a date prior to the transfer to the name of the
Merger Subsidiary or its nominee or transferee on the Company's stock transfer
records of the Shares purchased pursuant to the Offer, then, without prejudice
to the Merger Subsidiary's rights under Section 15, (i) the purchase price per
Share payable by the Merger Subsidiary pursuant to the Offer may be reduced to
the extent of any such dividend or distribution and (ii) the whole of any such
non-cash dividend or distribution to be received by the tendering Stockholders
will (a) be received and held by the tendering Stockholders for the account of
the Merger Subsidiary and will be required to be promptly remitted and
transferred by each tendering Stockholder to the Depositary for the account of
the Merger Subsidiary, accompanied by appropriate documentation of transfer, or
(b) at the direction of the Merger Subsidiary, be exercised for the benefit of
the Merger Subsidiary, in which case the proceeds of such exercise will
promptly be remitted to the Merger Subsidiary. Pending such remittance and
subject to applicable law, the Merger Subsidiary will be entitled to all rights
and privileges as owner of any such non-cash dividend or distribution or
proceeds thereof and may withhold the entire purchase price or deduct from the
purchase price the amount or value thereof, as determined by the Merger
Subsidiary in its sole discretion.

14. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENT.

The Merger Subsidiary reserves the right, at any time or from time to
time, in its sole discretion and regardless of whether or not any of the
conditions specified in Section 15 shall have been satisfied (except to the
extent otherwise provided in the Merger Agreement), (i) to extend the period of
time during which the Offer is open by giving oral or written notice of such
extension to the Depositary and by making a public announcement of such
extension or (ii) to amend the Offer in any respect by making a public
announcement of such amendment. There can be no assurance that the Merger
Subsidiary will exercise its right to extend or amend the Offer.

If the Merger Subsidiary shall decide, in its sole discretion, to
increase the consideration to be paid for Shares pursuant to the Offer and the
Offer is scheduled to expire at any time before the expiration of a period of
10 business days from, and including, the date that notice of such increase is
first published, sent or given in the manner specified below, the Offer will be
extended until the expiration of such period of 10 business days. If the
Merger Subsidiary makes a material change in the terms of the Offer (other than
a change in price or percentage of securities sought) or in the information
concerning the Offer, or waives a material condition of the Offer, the Merger
Subsidiary will extend the Offer, if required by applicable law, for a period
sufficient to allow stockholders to consider the amended terms of the Offer.

The Merger Subsidiary also reserves the right, in its sole discretion,
in the event any of the conditions specified in Section 15 shall not have been
satisfied and so long as Shares have not theretofore been accepted for payment,
to delay (except as otherwise required by applicable law) acceptance for
payment of or payment for Shares or to terminate the Offer and not accept for
payment or pay for Shares.

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<PAGE> 32
If the Merger Subsidiary extends the period of time during which the
Offer is open, is delayed in accepting for payment or paying for Shares or is
unable to accept for payment or pay for Shares pursuant to the Offer for any
reason, then, without prejudice to the Merger Subsidiary's rights under the
Offer, the Depositary may, on behalf of the Merger Subsidiary, retain all
Shares tendered, and such Shares may not be withdrawn except as otherwise
provided in Section 4. The reservation by the Merger Subsidiary of the right
to delay acceptance for payment of or payment for Shares is subject to
applicable law, which requires that the Merger Subsidiary pay the consideration
offered or return the Shares deposited by or on behalf of Stockholders promptly
after the termination or withdrawal of the Offer.

Any extension, termination or amendment of the Offer will be followed
as promptly as practicable by a public announcement thereof. In the case of an
extension of the Offer, the Merger Subsidiary will make a public announcement
of such extension no later than 9:00 A.M., New York City time, on the next
business day after the previously scheduled Expiration Date. Without limiting
the manner in which the Merger Subsidiary may choose to make any public
announcement, the Merger Subsidiary will have no obligation (except as
otherwise required by applicable law) to publish, advertise or otherwise
communicate any such public announcement other than by making a release to the
Dow Jones News Service.

15. CERTAIN CONDITIONS OF THE OFFER.

Notwithstanding any other provision of the Offer, the Merger
Subsidiary shall not be required to accept for payment or pay for any Shares,
and may terminate the Offer, if (i) by the Expiration Date, the Minimum
Condition shall not have been satisfied, (ii) by the Expiration Date, the
applicable waiting period (and any extension thereof) under the HSR Act shall
not have expired or been terminated or (iii) at any time on or after May 18,
1994 and prior to the acceptance for payment of Shares pursuant to the Offer,
any of the following conditions exist:

(a) there shall be instituted or pending any action or
proceeding by any government or governmental authority or agency,
domestic or foreign, or by any other person, domestic or foreign,
before any court or governmental authority or agency, domestic or
foreign, (i) challenging or seeking to make illegal, to delay
materially or otherwise directly or indirectly to restrain or prohibit
the acquisition by the Merger Subsidiary or any of its affiliates of
Shares pursuant to the Stockholder Option Agreement, the making of the
Offer, the acceptance for payment of or payment for some of or all the
Shares by the Buyer or the Merger Subsidiary or the consummation by
the Buyer or the Merger Subsidiary of the Merger, seeking to obtain
material damages or otherwise directly or indirectly relating to the
transactions contemplated by the Stockholder Option Agreement, the
Merger Agreement, the Offer or the Merger, (ii) seeking to restrain or
prohibit the Buyer's or the Merger Subsidiary's ownership or operation
(or that of their respective subsidiaries or affiliates) of all or any
material portion of the business or assets of the Company and its
subsidiaries, taken as a whole, or of the Buyer and its subsidiaries,
taken as a whole, or to compel the Buyer or any of its subsidiaries or
affiliates to dispose of or hold separate all or any material portion
of the business or assets of the Company and its subsidiaries, taken
as a whole, or of the Buyer and its subsidiaries, taken as a whole,
(iii) seeking to impose or confirm material limitations on the ability
of the Buyer or any of its subsidiaries or affiliates

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<PAGE> 33
effectively to exercise full rights of ownership of the Shares,
including, without limitation, the right to vote any Shares acquired
or owned by the Buyer or any of its subsidiaries or affiliates on all
matters properly presented to the Company's stockholders, (iv) seeking
to require divestiture by the Buyer or any of its subsidiaries or
affiliates of any Shares, or (v) that otherwise, in the judgment of
the Buyer, is likely to materially adversely affect the Company and
its subsidiaries, taken as a whole, or the Buyer and its subsidiaries,
taken as a whole; or

(b) there shall be any action taken, or any statute, rule,
regulation, injunction, order or decree proposed, enacted, enforced,
promulgated, issued or deemed applicable to the Stockholder Option
Agreement, the Merger Agreement, the Offer or the Merger, by any
court, government or governmental authority or agency, domestic or
foreign, other than the application of the waiting period provisions
of the HSR Act to the Stockholder Option Agreement, the Merger
Agreement, the Offer or the Merger that, in the judgment of the
Buyer is substantially likely, directly or indirectly, to result in
any of the consequences referred to in clauses (i) through (v) of
paragraph (a) above; or

(c) any change shall have occurred or been threatened (or any
development shall have occurred or been threatened involving a
prospective change) in the business, assets, liabilities, financial
condition, capitalization, operations, results of operations or
prospects of the Company or any of its subsidiaries that, in the
reasonable judgment of the Buyer, is or is likely to be materially
adverse to the Company and its subsidiaries, taken as a whole; or

(d) a tender or exchange offer for some or all of the Shares
shall have been publicly proposed to be made or shall have been made
by another person, or it shall have been publicly disclosed or the
Buyer shall have otherwise learned that (i) any person or "group" (as
defined in Section 13(d)(3) of the Exchange Act) shall have acquired
or proposed to acquire beneficial ownership of more than 25% of any
class or series of capital stock of the Company (including the
Shares), through the acquisition of stock, the formation of a group or
otherwise, or shall have been granted any option, right or warrant,
conditional or otherwise, to acquire beneficial ownership of more than
25% of any class or series of capital stock of the Company (including
the Shares) other than acquisitions for bona fide arbitrage purposes
only and other than as disclosed in a Schedule 13D or 13G on file with
the Commission on May 18, 1994, (ii) any such person or group which,
prior to May 18, 1994, had filed such a Schedule with the Commission
shall have acquired or proposed to acquire beneficial ownership of
additional shares of any class or series of capital stock of the
Company (including the Shares), through the acquisition of stock, the
formation of a group or otherwise, which, together with such ownership
as is reflected on such Schedule, shall constitute 25% or more of any
such class or series, or shall have been granted any option, right or
warrant, conditional or otherwise, to acquire beneficial ownership of
additional shares of any class or series of capital stock of the
Company (including the Shares) which, together with such ownership as
is reflected on such Schedule constitute 25% or more of any such class
or series or (iii) any person shall have filed a Notification and
Report Form under the HSR Act or made a public announcement reflecting
an intent to acquire the Company or any material portion of assets of
the Company or securities of the Company which, together

-33-
<PAGE> 34
with such ownership as is reflected on any such Schedule, shall
constitute 25% or more of any such class of securities; or

(e) the Company shall have breached or failed to perform in
any material respect any of its material covenants or agreements under
the Merger Agreement, or any of the material representations and
warranties of the Company set forth in the Merger Agreement shall not
be true in any material respect when made or at any time prior to
consummation of the Offer as if made at and as of such time; or

(f) any party to the Stockholder Option Agreement other than
the Merger Subsidiary or the Buyer shall have breached or failed to
perform in any material respect any of its agreements under the
Stockholder Option Agreement or any of the representations and
warranties of any such party set forth in the Stockholder Option
Agreement shall not be true in any material respect, in each case,
when made or at any time prior to the consummation of the Offer as if
made at and as of such time, or the Stockholder Option Agreement shall
have been invalidated or terminated with respect to any Shares subject
thereto; or

(g) the Merger Agreement or the Stockholder Option Agreement
shall have been terminated in accordance with its terms; or

(h) the Board of Directors of the Company shall have withdrawn
or materially modified in a manner adverse to the Buyer or the Merger
Subsidiary its approval or recommendation of the Offer, the Merger or
the Merger Agreement or its approval of the entry by the Buyer into
the Stockholder Option Agreement; or

(i) the Company shall have entered into, or shall have
publicly announced its intention to enter into, an agreement or
agreement in principle with respect to any Acquisition Proposal;

which, in the sole judgment of the Buyer in any such case, and regardless of
the circumstances (including any action or omission by the Buyer) giving rise
to any such condition, makes it inadvisable to proceed with such acceptance for
payment or payment.

The foregoing conditions are for the sole benefit of the Buyer and the
Merger Subsidiary and, except as provided in the Merger Agreement, may be
asserted by the Buyer or the Merger Subsidiary in its sole discretion
regardless of the circumstances (including any action or omission by the Buyer
or the Merger Subsidiary) giving rise to any such conditions or may be waived
by the Buyer or the Merger Subsidiary in its sole discretion in whole at any
time or in part from time to time. The failure by the Buyer or the Merger
Subsidiary at any time to exercise its rights under any of the foregoing
conditions shall not be deemed a waiver of any such right; the waiver of any
such right with respect to particular facts and circumstances shall not be
deemed a waiver with respect to any other facts and circumstances, and each
such right shall be deemed an ongoing right which may be asserted at any time
or from time to time.

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<PAGE> 35
16. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.

General. Except as set forth in this Section 16, based on its
examination of publicly available information filed by the Company with the
Commission and other publicly available information concerning the Company, the
Merger Subsidiary is not aware of any license or regulatory permit that appears
to be material to the Company's business that might be adversely affected by
the Merger Subsidiary's acquisition of Shares as contemplated herein or of any
approval or other action by any government or governmental authority or agency,
domestic or foreign, that would be required for the acquisition or ownership of
Shares by the Merger Subsidiary or the Buyer as contemplated herein. Should
any such approval or other action be required, it is currently contemplated
that, except as described below under "State Takeover Statutes", such approval
or other action will be sought. Except as described under "Antitrust",
however, there is no current intent to delay the purchase of Shares tendered
pursuant to the Offer pending the outcome of any such matter. There can be no
assurance that any such approval or other action, if needed, would be obtained
or would be obtained without substantial conditions or that if such approvals
were not obtained or such other actions were not taken adverse consequences
might not result to the Company's business or certain parts of the Company's
business might not have to be disposed of, any of which could cause the Merger
Subsidiary to elect to terminate the Offer without the purchase of Shares
thereunder. The Merger Subsidiary's obligation under the Offer to accept for
payment and pay for Shares is subject to certain conditions. See Section 15.

State Takeover Statutes. A number of states have adopted laws which
purport, to varying degrees, to apply to attempts to acquire corporations that
are incorporated in, or which have substantial assets, stockholders, principal
executive offices or principal places of business or whose business operations
otherwise have substantial economic effects in, such states. The Company,
directly or through subsidiaries, conducts business in a number of states
throughout the United States, some of which have enacted such laws. Based on
information supplied by the Company, the Buyer does not believe that any of
these laws will, by their terms, apply to the Offer or the Merger.

In 1982, in Edgar v. MITE Corp., the Supreme Court of the United
States invalidated on constitutional grounds the Illinois Business Takeover
Statute which, as a matter of state securities law, made takeovers of
corporations meeting certain requirements more difficult. However, in 1987 in
CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State
of Indiana could, as a matter of corporate law, constitutionally disqualify a
potential acquiror from voting shares of a target corporation without the prior
approval of the remaining stockholders where, among other things, the
corporation is incorporated in, and has a substantial number of stockholders
in, the state.

If any government official or third party should seek to apply any
state takeover law to the Offer or the Merger, the Buyer will take such action
as then appears desirable, which action may include challenging the
applicability or validity of such statute in appropriate court proceedings. In
the event it is asserted that one or more state takeover statutes is applicable
to the Offer or the Merger and an appropriate court does not determine that it
is inapplicable or invalid as applied to the Offer or the Merger, the Buyer or
the Merger Subsidiary might be required to file certain information with, or to
receive approvals from, the relevant state authorities or holders of Shares,
and the Merger Subsidiary might be unable to accept for payment or pay for
Shares tendered pursuant to the Offer, or be delayed in continuing or
consummating the Offer or the Merger. In

-35-
<PAGE> 36
such case, the Merger Subsidiary may not be obligated to accept for payment or
pay for any tendered Shares. See Section 15.

Antitrust. Under the HSR Act and the rules that have been promulgated
thereunder by the Federal Trade Commission (the "FTC"), certain acquisition
transactions may not be consummated unless certain information has been
furnished to the Antitrust Division of the Department of Justice (the
"Antitrust Division") and the FTC and certain waiting period requirements have
been satisfied. The purchase of Shares pursuant to the Offer is subject to
such requirements.

The Buyer expects to file, and expects the Company to file, a
Notification and Report Form with respect to the Offer with the Antitrust
Division and the FTC on or about May 25, 1994. Assuming a filing date of May
25, 1994, the waiting period applicable to the purchase of Shares pursuant to
the Offer would be scheduled to expire at 11:59 P.M., New York City time, on
Thursday, June 9, 1994. However, prior to such time, the Antitrust Division or
the FTC may extend the waiting period by requesting additional information or
documentary material relevant to the Offer from the Buyer. If such a request
is made, the waiting period will be extended until 11:59 P.M., New York City
time, on the tenth day after substantial compliance by the Buyer with such
request. Thereafter, such waiting period can be extended only by court order.

A request will be made for early termination of the waiting period
applicable to the Offer. There can be no assurance, however, that the 15-day
HSR waiting period will be terminated early. Shares will not be accepted for
payment or paid for pursuant to the Offer until the expiration or earlier
termination of the applicable waiting period under the HSR Act. See Section
15. Any extension of the waiting period will not give rise to any withdrawal
rights not otherwise provided for by applicable law. See Section 4.

The provisions of the HSR Act would similarly apply to any purchase of
Shares pursuant to the Stockholder Option Agreement (other than purchases
effected through a tender pursuant to the Offer), except that the initial
waiting period would expire 30 days following the filing of HSR Act
Notification Forms by the Buyer and the Company and a request for additional
information or material from the Buyer or the Company during the initial 30-day
waiting period would extend the waiting period until 11:59 p.m. New York City
time on the 20th day after the date of substantial compliance by the Buyer and
the Company with such request. The Buyer and the Company expect to file HSR
Notification Forms with respect to the Stockholder Option Agreement on or about
May 25, 1994. If, as is expected, the purchase of Shares permitted by the
Stockholder Option Agreement is effected through a tender of such Shares
pursuant to the Offer, the HSR requirements applicable to the Offer described
in the prior paragraph would apply rather than the requirements described in
this paragraph.

The Merger would not require an additional filing under the HSR Act if
the Buyer owns 50% or more of the outstanding Shares at the time of the Merger
or if the Merger occurs within one year after the HSR Act waiting period
applicable to the Offer expires or is terminated.

The Antitrust Division and the FTC frequently scrutinize the legality
under the antitrust laws of transactions such as the acquisition of Shares by
the Merger Subsidiary pursuant to the Offer. At any time before or after the
consummation of any such transactions, the Antitrust Division or the

-36-
<PAGE> 37
FTC could take such action under the antitrust laws as it deems necessary or
desirable in the public interest, including seeking to enjoin the purchase of
Shares pursuant to the Offer or seeking divestiture of the Shares so acquired
or divestiture of substantial assets of the Buyer or the Company. Private
parties (including individual States) may also bring legal actions under the
antitrust laws. The Buyer does not believe that the consummation of the Offer
will result in a violation of any applicable antitrust laws. However, there
can be no assurance that a challenge to the Offer on antitrust grounds will not
be made, or if such a challenge is made, what the result will be. See Section
15 for certain conditions to the Offer, including conditions with respect to
litigation and certain governmental actions.

Other. Based upon the Buyer's examination of publicly available
information concerning the Company, it appears that the Company and its
subsidiaries own property and conduct business in a number of foreign
countries. In connection with the acquisition of Shares pursuant to the Offer,
the laws of certain of these foreign countries may require the filing of
information with, or the obtaining of the approval of, governmental authorities
therein. After commencement of the Offer, the Buyer will seek further
information regarding the applicability of any such laws and currently intends
to take such action as they may require, but no assurance can be given that
such approvals will be obtained. If any action is taken prior to completion of
the Offer by any such government or governmental authority, the Buyer may not
be obligated to accept for payment or pay for any tendered Shares. See Section
15.

17. FEES AND EXPENSES.

The Merger Subsidiary has retained D.F. King & Co., Inc. to act as the
Information Agent and Chemical Bank to act as the Depositary in connection with
the Offer. The Information Agent may contact holders of Shares by mail,
telephone, telex, telegraph and personal interviews and may request brokers,
dealers and other nominee stockholders to forward materials relating to the
Offer to beneficial owners. The Information Agent and the Depositary each will
receive reasonable and customary compensation for their respective services,
will be reimbursed for certain reasonable out-of-pocket expenses and will be
indemnified against certain liabilities in connection therewith, including
certain liabilities under the federal securities laws.

The Merger Subsidiary will not pay any fees or commissions to any
broker or dealer or any other person (other than the Information Agent and the
Depositary) for soliciting tenders of Shares pursuant to the Offer. Brokers,
dealers, commercial banks and trust companies will, upon request, be reimbursed
by the Merger Subsidiary for reasonable and necessary costs and expenses
incurred by them in forwarding materials to their customers.

18. MISCELLANEOUS.

The Offer is not being made to, nor will tenders be accepted from or
on behalf of, holders of Shares in any jurisdiction in which the making of the
Offer or acceptance thereof would not be in compliance with the laws of such
jurisdiction. However, the Merger Subsidiary may, in its discretion, take such
action as it may deem necessary to make the Offer in any such jurisdiction and
extend the Offer to holders of Shares in such jurisdiction.

-37-
<PAGE> 38
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE MERGER SUBSIDIARY NOT CONTAINED IN THIS OFFER
TO PURCHASE OR IN THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED.

The Merger Subsidiary has filed with the Commission a Tender Offer
Statement on Schedule 14D-l, together with exhibits, pursuant to Rule 14d-3 of
the General Rules and Regulations under the Exchange Act, furnishing certain
additional information with respect to the Offer. The Schedule 14D-l and any
amendments thereto, including exhibits, may be examined and copies may be
obtained from the offices of the Commission in the manner set forth in Section
8 of this Offer to Purchase (except that such information will not be available
at the regional offices of the Commission).

SPEEDBIRD MERGE, INC.

-38-
<PAGE> 39
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF THE BUYER
AND THE MERGER SUBSIDIARY

1. DIRECTORS AND EXECUTIVE OFFICERS OF THE BUYER. The following table sets
forth the name, business address and present principal occupation or
employment, and material occupations, positions, offices or employments for the
past five years of each director and executive officer of the Buyer. Each such
person is a citizen of the United States of America, except for Sanjay Kumar
who is a citizen of Sri Lanka (and a permanent resident of the United States of
America) and Willem F.P. de Vogel who is a citizen of The Netherlands. Unless
otherwise indicated below, the business address of each person is c/o Computer
Associates International, Inc., One Computer Associates Plaza, Islandia, New
York 11788. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to employment with the Buyer.

<TABLE>
<CAPTION>
DIRECTORS (INCLUDING EXECUTIVE
OFFICERS WHO ARE DIRECTORS)

PRESENT PRINCIPAL OCCUPATION
NAME AND OR EMPLOYMENT; MATERIAL POSITIONS
BUSINESS ADDRESS HELD DURING PAST FIVE YEARS
<S> <C>
Russell M. Artzt Director of Buyer since 1980. Executive Vice
President-Research and Development since April
1987 and the Senior Development Officer since
1976.

Willem F.P. de Vogel Director of Buyer since 1991. President of Three
Three Cities Research, Inc. Cities Research, Inc., a private investment
135 East 57th Street management firm in New York City, since 1981.
New York, New York 10022 From August 1981 to August 1990, Mr. de Vogel
served as a director of the Buyer.
</TABLE>

I-1
<PAGE> 40
<TABLE>
<S> <C>
Irving Goldstein Director of Buyer since 1990. Director General
INTELSAT and Chief Executive Officer of INTELSAT, an
3400 International Drive, N.W. international satellite telecommunications
Washington, D.C. 20008 company, since February 1992. He was Chairman and
Chief Executive Officer of Communications
Satellite Corporation from October 1985 to
February 1992 and President from May 1983 to
October 1985, and was a director from May 1983 to
February 1992. He also is a director of Security
Trust Co., N.A.

Richard A. Grasso Director of Buyer since January 1994. President,
New York Stock Exchange New York Stock Exchange, since prior to 1989.
11 Wall Street
New York, New York 10005

Sanjay Kumar Director of Buyer since January 1994. President
and Chief Operating Officer, since January 1994.
He was Senior Vice President--Planning from April
1989 to December 1992 and Executive Vice
President--Operations from January 1993 to
December 1993.

Edward C. Lord, III Director of Buyer since 1988. Senior Vice
IBJ Schroder Bank & Trust President of IBJ Schroder Bank & Trust Company, a
Company commercial banking institution in New York City,
1 State Street since 1987 and Vice President since 1978. He has
New York, New York 10128 managed corporate banking and personal lending
activities in excess of twelve years.

Gary E. Martinelli Director of Buyer since 1986. Attorney, Gary E.
Gary E. Martinelli & Associates, Martinelli & Associates, P.C., a professional
P.C. corporation in Springfield, Massachusetts since
1500 Main Street January 1991. From 1974 through 1990, Mr.
Suite 912 Martinelli was a member of Ryan & White, P.C., a
Springfield, MA 01115 Springfield, Massachusetts law firm. He has
practiced in the field of corporate, securities
and general business law for the past twenty-four
years.
</TABLE>

I-2
<PAGE> 41

<TABLE>
<S> <C>
Charles B. Wang Director of Buyer since 1976. Chief Executive
Officer since 1976 and Chairman of the Board since
April 1980.
</TABLE>

<TABLE>
<CAPTION>
EXECUTIVE OFFICERS WHO ARE
NOT DIRECTORS

PRESENT PRINCIPAL OCCUPATION
NAME AND OR EMPLOYMENT; MATERIAL POSITIONS
BUSINESS ADDRESS HELD DURING PAST FIVE YEARS
<S> <C>
Belden A. Frease Senior Vice President since April 1985 and
Secretary since May 1991.

Arnold S. Mazur Executive Vice President--Sales since April 1990.
He was President--Financial and Micro Products
Group from April 1989 to March 1990.

Peter A. Schwartz Senior Vice President--Finance and Chief Financial
Officer since April 1987.

Ira H. Zar Senior Vice President and Treasurer since April
1994. He was Vice President--Finance from April
1990 to March 1994 and Assistant Vice President
from April 1987 to March 1990.
</TABLE>

2. DIRECTORS AND EXECUTIVE OFFICERS OF THE MERGER SUBSIDIARY. The following
table sets forth the name and position with the Merger Subsidiary of each
director and executive officer of the Merger Subsidiary. For further
information regarding such persons, see paragraph 1 above.

<TABLE>
<CAPTION>
NAME POSITION WITH THE MERGER SUBSIDIARY
<S> <C>
Belden A. Frease Director, Vice President and Secretary of the
Merger Subsidiary since its incorporation on May
16, 1994.
</TABLE>

I-3
<PAGE> 42
<TABLE>
<S> <C>
Sanjay Kumar Director and President of the Merger Subsidiary
since its incorporation on May 16, 1994.

Peter A. Schwartz Director, Vice President and Treasurer of the
Merger Subsidiary since its incorporation on May
16, 1994.
</TABLE>

None of the executive officers and directors of the Buyer or
the Merger Subsidiary currently is a director of, or holds any position with,
the Company. Except as described in this Offer to Purchase, none of the
Buyer's or Merger Subsidiary's directors, executive officers, affiliates or
associates beneficially owns any equity securities, or rights to acquire any
equity securities, of the Company and none has been involved in any
transactions with the Company or any of its directors, executive officers,
affiliates or associates which are required to be disclosed pursuant to the
rules and regulations of the Commission.

I-4
<PAGE> 43
SCHEDULE II

BENEFICIAL OWNERSHIP OF SHARES

The Buyer beneficially owns 6,108,803 Shares, representing
approximately 26.0% of the outstanding Shares as of the date of the Merger
Agreement. Of such Shares, the Buyer holds of record 75,000 Shares and has the
right to acquire an aggregate of 6,033,803 Shares pursuant to the Stockholder
Option Agreement. See Section 12.

TRANSACTIONS IN SHARES IN THE PAST 60 DAYS

During the past 60 days, the Buyer, engaged in the transactions in the
Shares described below.

1. On March 18, 1994, the Buyer purchased 10,000 Shares in open
market transactions for an aggregate purchase price of $71,250.00 in cash (or
an average purchase price of $7.13 per Share), excluding commissions.

2. On March 30, 1994, the Buyer purchased 5,000 Shares in open market
transactions for an aggregate purchase price of $38,125.00 in cash (or an
average purchase price of $7.63 per Share), excluding commissions.

3. On March 31, 1994, the Buyer purchased 5,000 Shares in open market
transactions for an aggregate purchase price of $38,125.00 in cash (or an
average purchase price of $7.63 per Share), excluding commissions.

4. On April 4, 1994, the Buyer purchased 55,000 Shares in open market
transactions for an aggregate purchase price of $412,500.00 in cash (or an
average purchase price of $7.50 per Share), excluding commissions.

II-1
<PAGE> 44
Facsimile copies of the Letter of Transmittal will be accepted. The Letter
of Transmittal, certificates for Shares and any other required documents should
be sent to the Depositary at one of the addresses set forth below:

<TABLE>
<CAPTION>
The Depositary for the Offer is:

CHEMICAL BANK

By Facsimile Transmission (for
eligible financial institutions
By Mail: only): By Hand or Overnight Delivery:
<S> <C> <C>
Chemical Bank (212) 629-8015 Chemical Bank
Reorganization Department (212) 629-8016 55 Water Street
P.O. Box 3085 Confirm by telephone: Second Floor -- Room 234
G.P.O. Station (212) 613-7137 New York, New York 10041
New York, New York 10116-3085 CALL TOLL FREE: Attn: Reorganization Department
(800) 648-8169
</TABLE>

Questions or requests for assistance or additional copies of this Offer to
Purchase and the Letter of Transmittal may be directed to the Information Agent
at the addresses and telephone numbers set forth below. Stockholders may also
contact their broker, dealer, commercial bank or trust company for assistance
concerning the Offer.

The Information Agent for the Offer is:

D.F. KING & CO., INC.

77 Water Street
New York, NY 10005
(212) 269-5550 (Collect)
(800) 669-5550 (Toll Free)

<PAGE> 1
EXHIBIT 99(a)(2)

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON WEDNESDAY, JUNE 22, 1994, UNLESS THE OFFER IS EXTENDED.

LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS DESCRIBED HEREIN)

THE ASK GROUP, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED MAY 25, 1994

SPEEDBIRD MERGE, INC.
A WHOLLY-OWNED SUBSIDIARY

COMPUTER ASSOCIATES INTERNATIONAL, INC.

The Depositary for the Offer is
CHEMICAL BANK

<TABLE>
<CAPTION>
By Facsimile Transmission
(for eligible financial
By Mail: institutions only): By Hand or Overnight Delivery:
<S> <C> <C>
Chemical Bank (212) 629-8015 Chemical Bank
Reorganization Department (212) 629-8016 55 Water Street
P.O. Box 3085 Confirm by telephone: Second Floor -- Room 234
G.P.O. Station (212) 613-7137 New York, New York 10041
New York, New York 10116-3085 CALL TOLL FREE: Attn: Reorganization Department
(800) 648-8169
</TABLE>

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION NUMBER OTHER THAN THE
ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

This Letter of Transmittal is to be used if certificates are to be forwarded
herewith or if delivery of Shares (as defined below) is to be made by book-entry
transfer to the Depositary's account at The Depository Trust Company, Midwest
Securities Trust Company or Philadelphia Depository Trust Company (hereinafter
collectively referred to as the "Book-Entry Transfer Facilities") pursuant to
the procedures set forth in Section 3 of the Offer to Purchase (as defined
below).

Stockholders who cannot deliver certificates for their Shares and all other
documents required hereby to the Depositary by the Expiration Date (as defined
in the Offer to Purchase) must tender their Shares pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. See
Instruction 2. Delivery of documents to a Book-Entry Transfer Facility does not
constitute delivery to the Depositary.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- ----------------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON SHARES TENDERED
CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
SHARES REPRESENTED TOTAL NUMBER
CERTIFICATE BY OF SHARES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
------------------------------------------------------
<S> <C> <C> <C>
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
------------------------------------------------------
TOTAL SHARES
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Need not be completed by stockholders tendering by book-entry transfer.
(2) Unless otherwise indicated, it will be assumed that all Shares described
above are being tendered. See Instruction 4.
- --------------------------------------------------------------------------------

NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY.
<PAGE> 2

/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING:

Name of Tendering Institution
---------------------------------------------------------------------------

Account Number

--------------------------------------------------------------------------- at

/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company

Transaction Code Number
---------------------------------------------------------------------------

/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:

Name(s) of Registered Owner(s)
----------------------------------------------------------------------------

Date of Execution of Notice of Guaranteed Delivery
--------------------------------------------------------------------------

Name of Institution which Guaranteed Delivery

-------------------------------------------------------------------------------
<PAGE> 3

If delivery is by book-entry transfer:

Name of Tendering Institution
-------------------------------------------------------------------------

Account No.
-------------------------------at

/ / The Depository Trust Company

/ / Midwest Securities Trust Company

/ / Philadelphia Depository Trust Company

Transaction Code No.
-------------------------------------------------------------------------

LADIES AND GENTLEMEN:

The undersigned hereby tenders to Speedbird Merge, Inc. (the "Merger
Subsidiary"), a Delaware corporation and a wholly owned subsidiary of Computer
Associates International, Inc., a Delaware corporation ("Buyer"), the above
described shares of Common Stock, $0.01 par value (including the associated
Rights (as defined herein)) (collectively, except where the context otherwise
requires, the "Shares"), of The ASK Group, Inc., a Delaware corporation (the
"Company"), pursuant to the Merger Subsidiary's offer to purchase all
outstanding Shares at a price of $13.25 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated May 25, 1994 (the "Offer to Purchase"), receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which together with the Offer
to Purchase constitute the "Offer"). The Merger Subsidiary reserves the right to
transfer or assign, in whole or from time to time in part, to one or more of its
affiliates the right to purchase Shares tendered pursuant to the Offer. As used
herein, the term "Rights" refers to the Common Stock Purchase Rights issued
pursuant to the Rights Agreement dated as of August 15, 1990, as amended,
between the Company and The First National Bank of Boston.

Subject to and effective upon acceptance for payment of and payment for the
Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer, the undersigned hereby sells, assigns and transfers to
or upon the order of the Merger Subsidiary all right, title and interest in and
to all the Shares that are being tendered hereby (and any and all other Shares
or other securities issued or issuable in respect thereof on or after May 17,
1994) and irrevocably constitutes and appoints the Depositary the true and
lawful agent and attorney-in-fact of the undersigned with respect to such Shares
(and all such other Shares or securities), with full power of substitution (such
power of attorney being deemed to be an irrevocable power coupled with an
interest), to (a) deliver certificates for such Shares (and all such other
Shares or securities), or transfer ownership of such Shares (and all such other
Shares or securities) on the account books maintained by any of the Book-Entry
Transfer Facilities, together, in any such case, with all accompanying evidences
of transfer and authenticity, to or upon the order of the Merger Subsidiary, (b)
present such Shares (and all such other Shares or securities) for transfer on
the books of the Company and (c) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Shares (and all such other Shares or
securities), all in accordance with the terms of the Offer.

The undersigned hereby irrevocably appoints Mr. Sanjay Kumar, Mr. Peter A.
Schwartz and Mr. Belden A. Frease, and each of them, and any other designees of
the Merger Subsidiary as the attorneys and proxies of the undersigned, each with
full power of substitution, to exercise all voting and other rights of the
undersigned in such manner as each such attorney and proxy or its substitute
shall in its sole discretion deem proper with respect to, to execute any written
consent concerning any matter as each such attorney and proxy or its substitute
shall in its sole discretion deem proper with respect to, and to otherwise act
as such attorney and proxy or its substitute shall in its sole discretion deem
proper with respect to, all of the Shares tendered hereby which have been
accepted for payment by the Merger Subsidiary prior to the time of any vote or
other action (and any and all other Shares or other securities issued or
issuable in respect thereof on or after May 17, 1994), at any meeting of
stockholders of the Company (whether annual or special and whether or not an
adjourned meeting), by written consent or otherwise. This proxy is irrevocable
and is granted in consideration of, and is effective upon, the acceptance for
payment of such Shares by the Merger Subsidiary in accordance with the terms of
the Offer. Such acceptance for payment shall revoke any other proxy or written
consent granted by the undersigned at any time with respect to such Shares (and
all such other Shares or securities), and no subsequent proxies will be given or
written consents will be executed by the undersigned (and if given or executed,
will not be deemed to be effective).

The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby (and any and all other Shares or other securities issued or issuable in
respect thereof on or after May 17, 1994) and that when the same are accepted
for payment by the Merger Subsidiary, the Merger Subsidiary will acquire good
and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claims. The undersigned
will, upon request, execute and deliver any additional documents deemed by the
Depositary or the Merger Subsidiary to be necessary or desirable to complete the
sale, assignment and transfer of the Shares tendered hereby (and all such other
Shares or securities).

All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.

The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Merger Subsidiary upon the terms and subject to the conditions of the
Offer.

Unless otherwise indicated under "Special Payment Instructions", please
issue the check for the purchase price of any Shares purchased, and return any
Shares not tendered or not purchased, in the name(s) of the registered holder(s)
appearing under "Description of Shares Tendered" (and, in the case of Shares
tendered by book-entry transfer, by credit to the account at the Book-Entry
Transfer Facility designated above). Similarly, unless otherwise indicated under
"Special Delivery Instructions", please mail the check for the purchase price of
any Shares purchased and any certificates for Shares not tendered or not
purchased (and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing under "Description of Shares Tendered" shown
below the undersigned's signature(s). In the event that both "Special Payment
Instructions" and "Special Delivery Instructions" are completed, please issue
the check for the purchase price of any Shares purchased and return any Shares
not tendered or not purchased (and accompanying documents, as appropriate) in
the name(s) of, and mail said check and any certificates (and accompanying
documents, as appropriate) to, the person(s) so indicated. The undersigned
recognizes that the Merger Subsidiary has no obligation, pursuant to the
"Special Payment Instructions", to transfer any Shares from the name of the
registered holder(s) thereof if the Merger Subsidiary does not accept for
payment any of the Shares so tendered.
<PAGE> 4

SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)

To be completed ONLY if the check for the purchase price of Shares purchased
or certificates for Shares not tendered or not purchased are to be issued in the
name of someone other than the undersigned, or if Shares tendered by book-entry
transfer that are not purchased are to be returned by credit to an account at
one of the Book-Entry Transfer Facilities other than that designated above.

Issue check and/or certificates to:

Name:
- --------------------------------------------------
(Please Print)

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

Address:
- --------------------------------------------------

- --------------------------------------------------
(Include Zip Code)

- --------------------------------------------------
(TAXPAYER IDENTIFICATION NO.)

/ / Credit unpurchased Shares tendered by book-entry transfer to the account set
forth below:

Name of Account Party
--------------------------

Account No. at
-----------------------------------

/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 7)

To be completed ONLY if the check for the purchase price of Shares purchased
or certificates for Shares not tendered or not purchased are to be mailed to
someone other than the undersigned or to the undersigned at an address other
than that shown below the undersigned's signature(s).

Mail check and/or certificates to:

Name:
- --------------------------------------------------
(Please Print)

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

Address:
- --------------------------------------------------

- --------------------------------------------------
(Include Zip Code)
<PAGE> 5

SIGN HERE
(Please Complete Substitute Form W-9 below)

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

- --------------------------------------------------------------------------------
Signature(s) of Owner(s)

Dated:
- ------------------------ , 1994

(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)

Name(s):
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(Please Print)

Capacity (full title) (See Instruction 5):
- ---------------------------------------------------------------

Address:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(Include Zip Code)

Area Code and Telephone No.:
- -------------------------------------------------------------------------

GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)

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

Authorized Signature:
- --------------------------------------------------------------------------------

Name:
- --------------------------------------------------------------------------------

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

Name of Firm:
- --------------------------------------------------------------------------------

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

Address:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
(Include Zip Code)

Area Code and Telephone No.:
- -------------------------------------------------------------------------

Dated:
- ------------------------ , 1994
<PAGE> 6

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a bank, broker,
dealer, credit union, savings association or other entity that is a member of a
recognized Medallion Program approved by The Securities Transfer Association,
Inc. (an "Eligible Institution"). Signatures on this Letter of Transmittal need
not be guaranteed (a) if this Letter of Transmittal is signed by the registered
holder(s) of the Shares (which term, for purposes of this document, shall
include any participant in one of the Book-Entry Transfer Facilities whose name
appears on a security position listing as the owner of Shares) tendered herewith
and such holder(s) have not completed the instruction entitled "Special Payment
Instructions" on this Letter of Transmittal or (b) if such Shares are tendered
for the account of an Eligible Institution. See Instruction 5.

2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES. This Letter of Transmittal
is to be used either if certificates are to be forwarded herewith or if delivery
of Shares is to be made by book-entry transfer pursuant to the procedures set
forth in Section 3 of the Offer to Purchase. Certificates for all physically
delivered Shares, or a confirmation of a book-entry transfer into the
Depositary's account at one of the Book-Entry Transfer Facilities of all Shares
delivered electronically, as well as a properly completed and duly executed
Letter of Transmittal (or facsimile thereof) and any other documents required by
this Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth on the front page of this Letter of Transmittal by the
Expiration Date. Stockholders who cannot deliver their Shares and all other
required documents to the Depositary by the Expiration Date must tender their
Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of
the Offer to Purchase. Pursuant to such procedure: (a) such tender must be made
by or through an Eligible Institution, (b) a properly completed and duly
executed Notice of Guaranteed Delivery substantially in the form provided by the
Merger Subsidiary must be received by the Depositary by the Expiration Date and
(c) the certificates for all physically delivered Shares, or a confirmation of a
book-entry transfer into the Depositary's account at one of the Book-Entry
Transfer Facilities of all Shares delivered electronically, as well as a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other documents required by this Letter of Transmittal, must be
received by the Depositary within five trading days on the NASDAQ National
Market System after the date of execution of such Notice of Guaranteed Delivery,
all as provided in Section 3 of the Offer to Purchase.

THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF CERTIFICATES FOR SHARES ARE
SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED,
IS RECOMMENDED.

No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. By executing this Letter of Transmittal (or
facsimile thereof), the tendering stockholder waives any right to receive any
notice of the acceptance for payment of the Shares.

3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto.

4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares represented by any certificate delivered
to the Depositary are to be tendered, fill in the number of Shares which are to
be tendered in the box entitled "Number of Shares Tendered". In such case, a new
certificate for the remainder of the Shares represented by the old certificate
will be sent to the person(s) signing this Letter of Transmittal, unless
otherwise provided in the appropriate box on this Letter of Transmittal, as
promptly as practicable following the expiration or termination of the Offer.
All Shares represented by certificates delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.

5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement or any change
whatsoever.

If any of the Shares tendered hereby is held of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.

If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.

If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the purchase price is to be made, or Shares not
tendered or not purchased are to be returned, in the name of any person other
than the registered holder(s). Signatures on any such certificates or stock
powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates must be
endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the certificates
for such Shares. Signature(s) on any such certificates or stock powers must be
guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificate or stock power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Merger Subsidiary of the authority of such person so to act must be
submitted.

6. STOCK TRANSFER TAXES. The Merger Subsidiary will pay any stock transfer
taxes with respect to the sale and transfer of any Shares to it or its order
pursuant to the Offer. If, however, payment of the purchase price is to be made
to, or Shares not tendered or not purchased are to be registered in the name of,
any person other than the registered holder(s), the amount of any stock transfer
taxes (whether imposed on the registered holder(s), such other person or
otherwise) payable on account of the transfer to such person will be deducted
from the purchase price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted.

7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the purchase
price of any Shares purchased is to be issued, or any Shares not tendered or not
purchased are to be returned, in the name of a person other than the person(s)
signing this Letter of Transmittal or if the check or any certificates for
Shares not tendered or not purchased are to be mailed to someone other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal at an address other than that shown above, the appropriate
boxes on this Letter of Transmittal should be completed. Stockholders tendering
Shares by book-entry transfer may request that Shares not purchased be credited
to such account at any of the Book-Entry Transfer Facilities as such Stockholder
may designate under "Special Payment Instructions". If no such instructions are
given, any such Shares not purchased will be returned by crediting the account
at the Book-Entry Transfer Facilities designated above.

8. WAIVER OF CONDITIONS. Subject to the terms of the Offer, the Merger
Subsidiary reserves the absolute right in its sole discretion to waive any of
the specified conditions of the Offer (other than the Minimum Condition), in
whole or in part, in the case of any Shares tendered.
<PAGE> 7

9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal income
tax law, a stockholder whose tendered Shares are accepted for payment is
required to provide the Depositary with such stockholder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 above. If the Depositary is
not provided with the correct TIN, the Internal Revenue Service may subject the
stockholder or other payee to a $50 penalty. In addition, payments that are made
to such stockholder or other payee with respect to Shares purchased pursuant to
the Offer may be subject to 31% backup withholding.

Certain stockholders (including among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the stockholder must submit a Form W-8, signed under penalties of
perjury, attesting to that individual's exempt status. A Form W8 can be obtained
from the Depositary. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for more instructions.

If backup withholding applies, the Depositary is required to withhold 31% of
any such payments made to the stockholder or other payee. 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 from the Internal
Revenue Service, provided that the required information is given to the Internal
Revenue Service.

The box in Part 3 of the Substitute Form W-9 may be checked if the tendering
stockholder has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
stockholder or other payee must also complete the Certificate of Awaiting
Taxpayer Identification Number above and provide the Depositary with a properly
certified TIN within sixty days in order to avoid backup withholding.

The stockholder is required to give the Depositary the TIN (e.g., social
security number or employer identification number) of the record owner of the
Shares or of the last transferee appearing on the transfers attached to, or
endorsed on, the Shares. If the Shares are in more than one name or are not in
the name of the actual owner, consult the enclosed "Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9" for additional
guidance on which number to report.

10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance or
additional copies of the Offer to Purchase and this Letter of Transmittal may be
obtained from the Information Agent at its address or telephone number set forth
below.

11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate representing
Shares has been lost, destroyed or stolen, the stockholder should promptly
notify the Depositary. The stockholder will then be instructed as to the steps
that must be taken in order to replace the certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost or destroyed certificates have been followed.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE COPY THEREOF (TOGETHER
WITH CERTIFICATES FOR, OR A BOOK-ENTRY CONFIRMATION WITH RESPECT TO, TENDERED
SHARES WITH ANY REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS)
MUST BE RECEIVED BY THE DEPOSITARY, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE DEPOSITARY, PRIOR TO THE EXPIRATION DATE.

<TABLE>
- -------------------------------------------------------------------------------------------------------------
PAYER'S NAME: Chemical Bank
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX Social Security Number or
FORM W-9 AT RIGHT AND CERTIFY BY SIGNING AND DATING Employer Identification Number
BELOW. --------------------------------------
-------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S> <C>
PART 2--Certificates--Under penalties of perjury, I certify that:
DEPARTMENT OF THE (1) The number shown on this form is my correct Taxpayer Identification Number
TREASURY (or I am waiting for a number to be issued to me) and
INTERNAL REVENUE SERVICE (2) I am not subject to backup withholding because: (a) I am exempt from backup
PAYER'S REQUEST FOR withholding, or (b) I have not been notified by the Internal Revenue Service (the
TAXPAYER IDENTIFICATION "IRS") that I am subject to backup withholding as a result of a failure to
NUMBER ("TIN") report all interest or dividends, or (c) the IRS has notified me that I am no
longer subject to backup withholding.

Certification Instructions--You must cross out Item (2) above if you have
been notified by the IRS that you are currently subject to backup withholding
because of under-reporting interest or dividends on your tax return. However,
if after being notified by the IRS that you were subject to backup
withholding you received another notification from the IRS that you are no
longer subject to backup withholding, do not cross out such Item (2).
-------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S> <C> <C>
PART 3
-------
SIGNATURE DATE , 1994
------------------------------- ----------
Awaiting TIN # / /
- -------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
3 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office, or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number within sixty (60) days, 31% of all
reportable payments made to me thereafter will be withheld, until I provide a
number.

Signature Date , 1994
- --------------------------------------- --------------------
<PAGE> 8

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. -- Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the number
to give the payer.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL SECURITY NUMBER OF --
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1. An individual's account The individual
2. Two or more individuals (joint account) The actual owner of the account or, if combined funds,
any one of the individuals(1)
3. Custodian account of a minor (Uniform Gift to Minors The minor(2)
Act)
4. (a) The usual revocable savings trust account (grantor The grantor-trustee(1)
is also trustee)
(b) So-called trust account that is not a legal or The actual owner(1)
valid trust under State law
5. Sole proprietorship account The owner(3)
- -------------------------------------------------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER IDENTIFICATION NUMBER --
- -------------------------------------------------------------------------------------------------------------------------
6. A valid trust, estate, or pension trust The legal entity (Do not furnish the identifying
number of the personal representative or trustee
unless the legal entity itself is not designated in
the account title.)(4)
7. Corporate account The corporation
8. Religious, charitable, or educational organization The organization
account
9. Partnership The partnership
10. Association, club, or other tax-exempt organization The organization
11. A broker or registered nominee The broker or nominee
12. Account with the Department of Agriculture in the name The public entity
of a public entity (such as a State or local
government, school district, or prison) that receives
agricultural program payments
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor's name and furnish the minor's social security number.

(3) Show the name of the owner. You may also enter your business name. You may
use your Social Security Number or Employer Identification Number.

(4) List first and circle the name of the legal trust, estate, or pension trust.

NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 9

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the
following:

- A corporation.

- A financial institution.

- An organization exempt from tax under section 501(a), or an individual
retirement plan.

- The United States or any agency or instrumentality thereof.

- A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.

- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.

- An international organization or any agency, or instrumentality thereof.

- A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.

- A real estate investment trust.

- A common trust fund operated by a bank under section 584(a).

- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).

- An entity registered at all times under the Investment Company Act of
1940.

- A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

- Payments to nonresident aliens subject to withholding under section 1441.

- Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.

- Payments of patronage dividends where the amount received is not paid in
money.

- Payments made by certain foreign organizations.

Payments of interest not generally subject to backup withholding include the
following:

- Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.

- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).

- Payments described in section 6049(b)(5) to non-resident aliens.

- Payments on tax-free covenant bonds under section 1451.

- Payments made by certain foreign organizations.

Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.

Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.

PRIVACY ACT NOTICE -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER -- If you fail
to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING -- If you
make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE
INTERNAL REVENUE SERVICE.
<PAGE> 10

The Depositary for the Offer is
CHEMICAL BANK

The Information Agent for the Offer is:

D.F. KING & CO., INC.

77 Water Street
New York, New York 10005
(212) 269-5550 (Collect)
(800) 669-5550 (Toll Free)

<PAGE> 1
EXHIBIT 99(a)(3)

NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS)
OF
THE ASK GROUP, INC.

This Notice of Guaranteed Delivery, or one substantially in
the form hereof, must be used to accept the Offer (as defined below) if
certificates representing shares of Common Stock, par value $.01 per share
(including the associated Rights), of The ASK Group, Inc., a Delaware
corporation (the "Company"), are not immediately available or the procedures
for book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach Chemical Bank (the "Depositary") prior
to the expiration of the Offer. Such form may be delivered by hand, facsimile
transmission or mail to the Depositary. See Section 3 of the Offer to
Purchase.

THE DEPOSITARY:

CHEMICAL BANK

<TABLE>
<S> <C> <C>
By Facsimile Transmission (for
eligible financial
By Mail: institutions only): By Hand or Overnight Delivery:

Chemical Bank (212) 629-8015 Chemical Bank
Reorganization Department (212) 629-8016 55 Water Street
P.O. Box 3085 Confirm by telephone: Second Floor -- Room 234
G.P.O. Station (212) 613-7137 New York, New York 10041
New York, New York 10116-3085 CALL TOLL FREE: Attn: Reorganization Department
(800) 648-8169
</TABLE>

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A
FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER
OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER
THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE
SPACE PROVIDED IN THE SIGNATURE BOX ON THE APPROPRIATE LETTER OF TRANSMITTAL.
<PAGE> 2
Ladies and Gentlemen:

The undersigned hereby tenders to Speedbird Merge, Inc., a
Delaware corporation (the "Merger Subsidiary"), upon the terms and subject to
the conditions set forth in the Offer to Purchase dated May 25, 1994 (the
"Offer to Purchase") and the related Letter of Transmittal (which together
constitute the "Offer"), receipt of which is hereby acknowledged, _____________
shares of Common Stock, $.01 par value (including the associated Rights)
(collectively, the "Shares"), of The ASK Group, Inc., a Delaware corporation,
pursuant to the guaranteed delivery procedure set forth in Section 3 of the
Offer to Purchase.

Name(s) of Record Holder(s):

Certificate No(s).
(if available):
----------------- -----------------------------------

- ----------------------------------- -----------------------------------
(Please Print)

Address(es):
-----------------------------------------

-----------------------------------------------------
(Zip Code)

Area Code and Tel. No.:
----------------------------
(Daytime telephone number)

(Check one box if Shares will be tendered by book-entry transfer)

[ ] The Depository Trust Company
[ ] Midwest Securities Trust Company
[ ] Philadelphia Depository Trust Company

Account Number: Signature(s):
------------------------- ------------------------

Dated: , 1994
----------------------------- ------------------------------------
<PAGE> 3
GUARANTEE
(Not to be used for signature guarantee)

The undersigned, an Eligible Institution (as such term is
defined in Section 3 of the Offer to Purchase), hereby guarantees to deliver to
the Depositary the certificates representing Shares tendered hereby, in proper
form for transfer, or a confirmation of a book-entry transfer into the
Depositary's account at one of the Book-Entry Transfer Facilities (as such term
is defined in Section 3 of the Offer to Purchase) with respect to such Shares,
in either case together with a properly completed and duly executed Letter of
Transmittal (or a manually signed facsimile thereof), with any other documents
required by the Letter of Transmittal, all within five trading days on the
NASDAQ National Market System after the date hereof.

Name of Firm:
---------------------------- --------------------------------
(Authorized Signature)

Address: Name:
--------------------------------- ---------------------------
(Please type or print)

Title:
- ----------------------------------------- --------------------------
(Zip Code)

Area Code and Tel. No.: Date:
------------------ ---------------------------

NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF
GUARANTEED DELIVERY. CERTIFICATES FOR SHARES SHOULD BE SENT
ONLY TOGETHER WITH YOUR LETTER OF TRANSMITTAL.

<PAGE> 1
EXHIBIT 99(a)(4)

OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS)

THE ASK GROUP, INC.

$13.25 NET PER SHARE

SPEEDBIRD MERGE, INC.
a wholly owned subsidiary of

COMPUTER ASSOCIATES INTERNATIONAL, INC.

May 25, 1994

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We are enclosing the material listed below in connection with
the offer by Speedbird Merge, Inc. (the "Merger Subsidiary"), a Delaware
corporation and a wholly owned subsidiary of Computer Associates International,
Inc., a Delaware corporation, to purchase all outstanding shares of Common
Stock, $.01 par value, including the associated Rights (the "Shares"), of The
ASK Group, Inc., a Delaware corporation (the "Company"), at $13.25 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Merger Subsidiary's Offer to Purchase, dated May 25, 1994, and the
related Letter of Transmittal (which together constitute the "Offer").

For your information and for forwarding to your clients for
whom you hold Shares registered in your name or in the name of your nominee, we
are enclosing the following documents:

1. Offer to Purchase, dated May 25, 1994;

2. Letter of Transmittal for your use and for the
information of your clients, together with Guidelines
for Certification of Taxpayer Identification Number
on Substitute Form W-9 providing information relating
to backup federal income tax withholding;
<PAGE> 2
3. Notice of Guaranteed Delivery to be used to accept
the Offer if the Shares and all other required
documents cannot be delivered to the Depositary by
the Expiration Date (as defined in the Offer to
Purchase);

4. A form of letter which may be sent to your clients
for whose accounts you hold Shares registered in your
name or in the name of your nominee, with space
provided for obtaining such clients' instructions
with regard to the Offer; and

5. Return envelope addressed to Chemical Bank, the
Depositary.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON WEDNESDAY, JUNE 22, 1994, UNLESS THE OFFER IS EXTENDED.

The Merger Subsidiary will not pay any fees or commissions to
any broker or dealer or other person (other than the Information Agent or the
Depositary as described in the Offer to Purchase) for soliciting tenders of
Shares pursuant to the Offer. The Merger Subsidiary will, however, upon
request, reimburse brokers, dealers, commercial banks and trust companies for
reasonable and necessary costs and expenses incurred by them in forwarding
materials to their customers. The Merger Subsidiary will pay all stock
transfer taxes applicable to its purchase of Shares pursuant to the Offer,
subject to Instruction 6 of the Letter of Transmittal.

Any inquiries you may have with respect to the Offer should be
addressed to, and additional copies of the enclosed materials may be obtained
from, the Information Agent or the undersigned at the addresses and telephone
numbers set forth on the back cover of the Offer to Purchase.

Very truly yours,

SPEEDBIRD MERGE, INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF SPEEDBIRD MERGE, INC., COMPUTER ASSOCIATES INTERNATIONAL, INC., THE
INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO
USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION
WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.

-2-

<PAGE> 1
EXHIBIT 99(a)(5)

OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS)

THE ASK GROUP, INC.

$13.25 NET PER SHARE

SPEEDBIRD MERGE, INC.
a wholly owned subsidiary of

COMPUTER ASSOCIATES INTERNATIONAL, INC.

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated May
25, 1994 (the "Offer to Purchase"), and the related Letter of Transmittal
(which together constitute the "Offer") in connection with the offer by
Speedbird Merge, Inc. (the "Merger Subsidiary"), a Delaware corporation and a
wholly owned subsidiary of Computer Associates International, Inc., a Delaware
corporation, to purchase for cash all outstanding shares of Common Stock, $.01
par value, including the associated Rights (the "Shares"), of The ASK Group,
Inc., a Delaware corporation (the "Company"), at a purchase price of $13.25 per
share, net to the seller in cash, upon the terms and subject to the conditions
set forth in the Offer.

Holders of Shares whose certificates for such Shares (the
"Certificates") are not immediately available or who cannot deliver their
Certificates and all other required documents to the Depositary or complete the
procedures for book-entry transfer prior to the Expiration Date (as defined in
Section 3 of the Offer to Purchase) must tender their Shares according to the
guaranteed delivery procedures set forth under Section 3 in the Offer to
Purchase. We are the holder of record of Shares held for your account. A
tender of such Shares can be made only by us as the holder of record and
pursuant to your instructions. The Letter of Transmittal is furnished to you
for your information only and cannot be used by you to tender Shares held by us
for your account.

We request instructions as to whether you wish us to tender any or
all of the Shares held by us for your account, upon the terms and subject to
the conditions set forth in the Offer.
<PAGE> 2
Your attention is directed to the following:

1. The tender price is $13.25 per Share, net to you in cash.

2. The Offer and withdrawal rights expire at 12:00 Midnight, New
York City time, on Wednesday, June 22, 1994, unless the Offer is extended.

3. The Offer is conditioned upon, among other things, there being
validly tendered by the Expiration Date and not withdrawn a number of Shares
which, together with the Shares then owned by the Merger Subsidiary and the
Buyer, would represent at least a majority of the Fully Diluted Shares (as
defined in the Offer to Purchase).

4. Any stock transfer taxes applicable to the sale of Shares to the
Merger Subsidiary pursuant to the Offer will be paid by the Merger Subsidiary,
except as otherwise provided in Instruction 6 of the Letter of Transmittal.

5. The Board of Directors of the Company has unanimously determined
that the Offer and the Merger are fair to and in the best interest of the
Stockholders of the Company and unanimously recommends that Stockholders of the
Company accept the Offer and tender their Shares.

If you wish to have us tender any or all of your Shares, please so
instruct us by completing, executing, detaching and returning to us the
instruction form on the detachable part hereof. An envelope to return your
instructions to us is enclosed. If you authorize tender of your Shares, all
such Shares will be tendered unless otherwise specified on the detachable part
hereof. Your instructions should be forwarded to us in ample time to permit us
to submit a tender on your behalf by the expiration of the Offer.

-2-
<PAGE> 3
INSTRUCTIONS WITH RESPECT TO

OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING SHARES OF COMMON STOCK

THE ASK GROUP, INC.

The undersigned acknowledge(s) receipt of your letter and the
enclosed Offer to Purchase, dated May 25, 1994, and the related Letter of
Transmittal, in connection with the offer by Speedbird Merge Inc. to purchase
all outstanding shares of Common Stock, $.01 par value, inclusive of the
associated Rights (the "Shares"), of The ASK Group, Inc.

This will instruct you to tender the number of Shares indicated below
held by you for the account of the undersigned, upon the terms and subject to
the conditions set forth in the Offer to Purchase and the related Letter of
Transmittal.

<TABLE>
<S> <C>
Dated: , 1994
----------------- ---------------------------------------------------

Number of Shares
to be Tendered
_____ Shares* ---------------------------------------------------
(Signature)

---------------------------------------------------
Please Print Names(s)

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

Address
--------------------------------------------

---------------------------------------------------
Include Zip Code

Area Code and
Telephone No.
--------------------------------------

Taxpayer Identification
or Social Security No.
-----------------------------
</TABLE>

- -------------------------
* Unless otherwise indicated, it will be assumed that all Shares
held by us for your account are to be tendered.

-3-

<PAGE> 1

EXHIBIT 99(a)(6)

Contacts: Bob Gordon, (CA), 516-342-2391
Deborah Coughlin, (CA), 516-342-2173

Margaret Epperheimer, (ASK), 408-562-8545
Gary Filler, (ASK), 408-562-8472

COMPUTER ASSOCIATES TO ACQUIRE THE ASK GROUP

ISLANDIA, N.Y., May 19, 1994 -- Computer Associates International, Inc. and The
ASK Group, Inc. have entered into a definitive agreement providing for CA's
acquisition of the ASK Group through a cash tender offer. A wholly-owned
subsidiary of CA will offer to purchase all outstanding shares of The ASK Group
Inc.'s common stock at $13.25 per share. The definitive agreement has been
unanimously approved by the Boards of Directors of the ASK Group and Computer
Associates.

The tender offer, which will commence shortly, will involve the offer to
purchase an amount of shares such that, upon consummation, CA will own at least
a majority of the outstanding shares. It will also be conditioned, among other
things, on the expiration or termination of any applicable antitrust waiting
period and the receipt of all regulatory approvals.

"We're excited to have the opportunity to include the ASK people, products and
clients in the CA family," said CA Chairman and CEO Charles B. Wang. "Not
only will it add to our own rapidly-growing client/server offerings, but we
expect the product synergy to pay real dividends to all our clients and
shareholders."

"The thousands of customers committed to the ASK products, including Open
INGRES, Open ROAD, ManMan/X, and SIM/400 manufacturing software, will now have
the assurance of an association with the leading force in mission-critical
client/server computing," said ASK CEO Eric Carlson, "The ASK/CA combination is
the best possible outcome for the employees, shareholders and customers of ASK,
and we look forward to working with CA."

Following completion of the tender offer, it is expected that the subsidiary of
CA will be merged into the ASK Group and all of the ASK Group's shares not
owned by CA will be converted into the right to receive $13.25 per share in
cash.

In entering into the definitive agreement, the ASK Group has amended its
outstanding stockholder rights plan to provide that the acquisition can be
completed without causing outstanding stock purchase rights to become
exercisable. The rights will be acquired by CA as part of the $13.25 per share
price.

(more)
<PAGE> 2
Computer Associates To Acquire The ASK Group, page 2

EDS and Hewlett-Packard, the two largest shareholders of the ASK Group, have
agreed to tender their shares, representing an aggregate of 27 percent of the
outstanding shares, to CA.

Computer Associates International, Inc. (NYSE: CA), with 7,000 employees around
the world, is the leading software company for integrated systems, database
management, business applications and application development solutions. These
programs operate across a full spectrum of mainframe, midrange and desktop
computers. Founded in 1976, CA became a public company in 1981 and now serves
most of the world's major business, government, research and educational
organizations. Calendar year 1993 revenues exceeded $2 billion.

The ASK Group, Inc. is the leading developer and integrator of strategic
business software, providing corporations with the technologies to build,
connect, manage and maintain information systems. With revenues of $426
million for the fiscal year ended June 30, 1993, the company employs 2,000
people in 82 offices who serve customers worldwide.

###

All referenced product names are trademarks of their respective companies.

<PAGE> 1
EXHIBIT 99(a)(7)

This announcement is not an offer to purchase or a solicitation of an offer to
sell Shares. The Offer is made solely by the Offer to Purchase dated May 25,
1994 and the related Letter of Transmittal and is not being made to, nor will
tenders be accepted from or on behalf of, holders of Shares in any jurisdiction
in which the making of the Offer or acceptance thereof would not be in
compliance with the laws of such jurisdiction. In those jurisdictions where
the applicable laws require that the Offer be made by a licensed broker or
dealer, the Offer shall be deemed to be made on behalf of the Merger Subsidiary
by one or more registered brokers licensed under the laws of such jurisdiction.

NOTICE OF OFFER TO PURCHASE FOR CASH

ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS DESCRIBED HEREIN)

THE ASK GROUP, INC.

$13.25 NET PER SHARE
(INCLUDING THE ASSOCIATED RIGHTS DESCRIBED HEREIN)

SPEEDBIRD MERGE, INC.

A WHOLLY OWNED SUBSIDIARY OF

COMPUTER ASSOCIATES INTERNATIONAL, INC.

Speedbird Merge, Inc. (the "Merger Subsidiary"), a Delaware corporation and a
wholly owned subsidiary of Computer Associates International, Inc., a Delaware
corporation (the "Buyer"), is offering to purchase all outstanding shares of
Common Stock, $0.01 par value, of The ASK Group, Inc., a Delaware corporation
(the "Company"), including the associated Common Stock Purchase Rights (the
"Rights") issued pursuant to the Rights Agreement dated as of August 15, 1990,
as amended (the "Rights Agreement"), between the Company and The First National
Bank of Boston (the shares and the Rights collectively referred to as the
"Shares"), at $13.25 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated May 25, 1994
(the "Offer to Purchase") and in the related Letter of Transmittal (which
together constitute the "Offer").

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY,
JUNE 22, 1994, UNLESS THE OFFER IS EXTENDED.
<PAGE> 2
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING
VALIDLY TENDERED BY THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE)
AND NOT WITHDRAWN A NUMBER OF SHARES WHICH, TOGETHER WITH THE SHARES THEN OWNED
BY THE BUYER AND THE MERGER SUBSIDIARY, WOULD REPRESENT AT LEAST A MAJORITY OF
THE FULLY DILUTED SHARES (AS DEFINED IN THE OFFER TO PURCHASE) (THE "MINIMUM
CONDITION").

THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY
DETERMINED THAT THE OFFER AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER
AGREEMENT ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF THE
COMPANY, HAS UNANIMOUSLY APPROVED THE OFFER AND THE TRANSACTIONS CONTEMPLATED
BY THE MERGER AGREEMENT, AND UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF
THE COMPANY ACCEPT THE OFFER AND TENDER THEIR SHARES.

The Offer is subject to certain conditions set forth in the
Offer to Purchase. If any such condition is not satisfied, the Merger
Subsidiary may (i) terminate the Offer and return all tendered Shares to
tendering stockholders, (ii) extend the Offer and, subject to withdrawal rights
as set forth below, retain all such Shares until the expiration of the Offer as
so extended, (iii) waive such condition (except the Minimum Condition) and,
subject to any requirement to extend the time during which the Offer is open,
purchase all Shares validly tendered by the Expiration Date and not withdrawn
or (iv) delay acceptance for payment of or payment for Shares, subject to
applicable law, until satisfaction or waiver of the conditions to the Offer.

The Offer is being made pursuant to an Agreement and Plan of
Merger dated as of May 18, 1994 (the "Merger Agreement") among the Company, the
Buyer and the Merger Subsidiary, which has been unanimously approved by the
Company's Board of Directors. The Merger Agreement provides, among other
things, for the making of the Offer by the Merger Subsidiary, and also provides
that the Merger Subsidiary will be merged into the Company (the "Merger"), with
the Company continuing as the surviving corporation (the "Surviving
Corporation"). Pursuant to the Merger Agreement, at the effective time of the
Merger, each outstanding Share (other than Shares owned, directly or
indirectly, by the Buyer or its subsidiaries or held by the Company as treasury
stock (which shall be cancelled) or by Stockholders exercising appraisal rights
under Delaware law) will be converted into a right to receive $13.25 in cash,
without interest.

The Merger Subsidiary and certain of the Stockholders of the
Company (collectively, the "Principal Stockholders") have entered into a
Stockholder Option Agreement dated as of May 18, 1994 (the "Stockholder Option
Agreement") pursuant to which the Principal Stockholders granted the Merger
Subsidiary irrevocable options to purchase, subject to certain conditions, for
a price of $13.25 per Share, or to cause to be tendered pursuant to the Offer,
an aggregate of 6,033,803 outstanding Shares. Upon execution of the Merger
Agreement, the Company also amended its Rights Agreement to make it and the
Rights issued thereunder inapplicable to the Offer, the Merger and the
Stockholder Option Agreement.

The Merger Subsidiary reserves the right, at any time or from
time to time, and regardless of whether or not any of the conditions to the
Offer have been satisfied (except to the extent otherwise provided in the
Merger Agreement), to extend the period of time during which the Offer is open
by giving oral or written notice of such extension to the Depositary (as
defined

-2-
<PAGE> 3
below). Any such extension will be followed as promptly as practicable by
public announcement thereof.

For purposes of the Offer, the Merger Subsidiary shall be
deemed to have accepted for payment tendered Shares when, as and if the Merger
Subsidiary gives oral or written notice to Chemical Bank (the "Depositary") of
its acceptance of the tenders of such Shares. Payment for Shares accepted for
payment pursuant to the Offer will be made only after timely receipt by the
Depositary of certificates for such Shares (or a confirmation of a book-entry
transfer of such Shares into the Depositary's account at one of the Book-Entry
Transfer Facilities (as defined in the Offer to Purchase)), a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) and
any other required documents.

Tenders of Shares made pursuant to the Offer may be withdrawn
at any time prior to the Expiration Date. Thereafter, such tenders are
irrevocable, except that they may be withdrawn on or after July 25, 1994 unless
theretofore accepted for payment as provided in this Offer to Purchase. For a
withdrawal to be effective, a written or facsimile transmission notice of
withdrawal must be timely received by the Depositary at one of its addresses
set forth in the Offer to Purchase and must specify the name of the person who
tendered the Shares to be withdrawn and the number of Shares to be withdrawn.
If the Shares to be withdrawn have been delivered to the Depositary, a signed
notice of withdrawal with (except in the case of Shares tendered by an Eligible
Institution (as defined in the Offer to Purchase)) signatures guaranteed by an
Eligible Institution must be submitted prior to the release of such Shares. In
addition, such notice must specify, in the case of Shares tendered by delivery
of certificates, the name of the registered holder (if different from that of
the tendering stockholder) and the serial numbers shown on the particular
certificates evidencing the Shares to be withdrawn or, in the case of Shares
tendered by book-entry transfer, the name and number of the account at one of
the Book-Entry Transfer Facilities to be credited with the withdrawn Shares.

The information required to be disclosed by paragraph
(e)(1)(vii) of Rule 14d-6 of the General Rules and Regulations under the
Securities Exchange Act of 1934 is contained in the Offer to Purchase and is
incorporated herein by reference.

The Company has provided the Merger Subsidiary with the
Company's stockholder list and security position listings for the purpose of
disseminating the Offer to holders of Shares. The Offer to Purchase and the
related Letter of Transmittal will be mailed to record holders of Shares and
will be furnished to brokers, banks and similar persons whose names, or the
names of whose nominees, appear on the stockholder list or, if applicable, who
are listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.

The Offer to Purchase and Letter of Transmittal contain
important information which should be read before any decision is made with
respect to the Offer. Requests for copies of the Offer to Purchase and the
related Letter of Transmittal and other tender offer materials may be directed
to the Information Agent as set forth below, and copies will be furnished
promptly at the Merger Subsidiary's expense.

-3-
<PAGE> 4
The Information Agent is:

D.F. KING & CO., INC.
77 Water Street
New York, New York
10005
(212) 269-5550 (Collect)
1-800-669-5550 (Toll Free)

May 25, 1994

-4-

<PAGE> 1
EXHIBIT 99(b)

FIRST AMENDMENT

AMENDMENT dated as of November 13, 1992 between
Computer Associates International, Inc. (the "Borrower"), the
banks and other financial institutions parties to the Credit
Agreement (as defined below) (the "Banks") and Credit Suisse, as
Agent (the "Agent").

WHEREAS, the Borrower, the Banks and the Agent are
parties to a Credit Agreement dated as of December 9, 1991 (the
"Credit Agreement"); and

WHEREAS, the Borrower has requested that the Banks and
the Agent amend certain provisions of the Credit Agreement as
provided in this Amendment; and

WHEREAS, the Banks and the Agent are willing to agree
to the amendments and waivers set forth in this Amendment;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. DEFINITIONS.

Unless otherwise defined herein, terms defined in the
preamble and recitals to this Amendment shall have their defined
meanings when used herein, terms defined in the Credit Agreement
shall have the meaning specified therein when used in this
Amendment, and the terms defined in Section 2.1 hereof shall, for
purposes of this Amendment, have the meanings set forth therein.

SECTION 2. AMENDMENTS.

Section 2.1. Defined Terms. Section 1.1 of the Credit
Agreement is hereby amended by adding, in the appropriate
alphabetical order, the following new term:

"Term Loan Agreement" means the credit agreement dated
as of November 13, 1992 between Borrower, the banks and
other financial institutions parties thereto and Credit
Suisse as Agent providing for a $175,000,000 term loan
facility for Borrower, as the same may from time to time be
amended, modified, supplemented, extended, renewed or
refinanced.

Section 2.2. Permitted Liens. Section 5.2(a) of the
Credit Agreement is hereby amended by (a) renumbering clause
(xiii) as clause (xiv) and (b) adding immediately after clause
(xii) the following new provisions:

(xiii) Liens on the collateral granted pursuant to the
Term Loan Agreement;
<PAGE> 2

SECTION 3. REPRESENTATIONS AND WARRANTIES.

In order to induce the Banks and the Agent to enter
into this Amendment, the Borrower represents and warrants to each
of the Banks and the Agent that:

3.1. Loan Documents. Each of the representations and
warranties contained in the Credit Documents is true and correct,
as if made by Borrower on the date hereof; provided that each of
other representations and warranties in the Credit Agreement is
hereby amended so that all references therein to "this Agreement"
shall be deemed a reference to the Credit Agreement, as well as
the Credit Agreement as modified by this Amendment, and all
references therein to "Credit Documents" shall be deemed a
reference to the existing Credit Documents and to this Amendment,
as well as the existing Credit Documents as modified by this
Amendment.

3.2. Binding Agreements. Borrower has all requisite
power, authority and legal right to execute, deliver and perform
all of its obligations under this Amendment. This Amendment has
been duly authorized, executed and delivered by or on behalf of
Borrower. This Amendment is a legal, valid and binding
obligation of the Borrower, enforceable against Borrower in
accordance with its terms, except to the extent that the
enforceability thereof may be limited by any applicable
bankruptcy, reorganization, insolvency, moratorium or similar
laws affecting the enforcement of creditors' rights generally.
The execution, delivery and performance by Borrower of this
Amendment do not and will not conflict with, or result in a
violation or breach of, or constitute a default under, or result
in the creation or imposition of a Lien on property of Borrower
or any of its Subsidiaries under, or give to any person rights to
cancel, terminate or suspend performance of their obligations to
Borrower or any of its Subsidiaries under, or accelerate payments
of amounts owed by Borrower or any of its Subsidiaries to others
under:

(a) the certificate of incorporation or by-laws
of Borrower or any of its Subsidiaries; or

(b) any law, rule, regulation, order, license or
permit of any governmental authority or court; or

(c) any contract, lease, agreement, mortgage,
deed, note, security, indenture, instrument or other
document which is or becomes binding on Borrower or any
of its Subsidiaries or property of Borrower or any of
its Subsidiaries.

No consent, waiver, approval or authorization of, notice to, or
declaration, registration or filing with, any governmental

-2-
<PAGE> 3

authority or other Person is required in connection with the
execution, delivery or performance by Borrower of this Amendment,
or the consummation of any of the transactions contemplated
thereby, except for any such consents, waivers, approvals,
authorizations, notices, declarations, registrations and filings
as have been duly obtained or made and are in full force and
effect.

3.3. No Default. No Event of Default or event which,
with the giving of notice, lapse of time or both, would
constitute an Event of Default exists or will exist after giving
effect to the transactions contemplated by this Amendment.

SECTION 4. CONDITIONS TO AMENDMENT.

The effectiveness of this Amendment is subject to the
satisfaction of the following conditions:

4.1. Consents. This Amendment shall have been executed
and delivered by Borrower and the Majority Banks. Agent shall be
satisfied that all consents, estoppel certificates, subordination
agreements, permits, licenses, registrations, filings or
authorizations of any Person required to consummate any
transactions contemplated by this Amendment shall have been
obtained or made.

4.2. No Adverse Change. There shall not have occurred
any material adverse change in Borrower(s) consolidated financial
condition or results of operations.

4.3. Legal Matters. All legal matters and proceeding
in connection with the transactions contemplated by this
Amendment shall be satisfactory to Agent and counsel for the
Banks, and Agent shall have received all such counterpart
originals or certified or other copies of such documents and
proceedings in connection with such transactions, in form and
substance satisfactory to Agent, as Agent may from time to time
reasonably request.

SECTION 5. MISCELLANEOUS.

5.1. Limited Effect. Except as expressly modified by
this Amendment, the Credit Agreement is, and shall remain, in
full force and effect in accordance with its terms. Nothing in
this Amendment is or should be construed as a waiver by Agent or
any bank of any Event of Default, or a waiver or modification by
Agent or any Bank of any other provision of the Credit Agreement,
except for the amendments expressly set forth herein.

5.2. Counterparts. This Amendment may be executed in
any number of separate counterparts, each of which shall be an

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<PAGE> 4

original, and all of which, taken together, shall be deemed to
constitute one and the same instrument.

5.3. Governing Law. This Amendment and the rights and
obligations of the parties hereunder shall be governed by, and
construed and interpreted in accordance with, the laws of the
State of New York.

5.4. Estoppel. Borrower acknowledges and agrees that
the Credit Documents are valid, binding and enforceable in
accordance with their respective terms and provisions, and there
are presently no counterclaims, defenses or offsets which may be
asserted with respect to the Credit Documents, or which may in
any manner affect the collection or collectibility of the
principal, interest and other sums evidenced and secured by the
Credit Documents, nor is there presently any basis whatsoever for
any such counter claim, defense or offset.

5.5. Costs and Expenses. Borrower agrees to pay or
reimburse Agent on the effective date of this Amendment for all
its out-of-pocket costs and expenses incurred in connection with
the development, preparation and execution of this Amendment and
any other document executed and delivered in connection herewith,
including, without limitation, the disbursements and reasonable
fees of counsel to the Banks. Borrower confirms that the
provisions of this subsection 5.5 shall not be construed to limit
in any way the provisions of Section 8.4 of the Credit Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above
written.

BORROWER: COMPUTER ASSOCIATES INTERNATIONAL, INC.

By: /s/ Charles P. McWade
----------------------------
Name: Charles P. McWade
Title: SVP & Treasurer

AGENT: CREDIT SUISSE, as Agent

By: /s/ Scott E. Zoellner
----------------------------
Name: Scott E. Zoellner
Title: Associate

By: /s/ Ira Lubinsky
----------------------------
Name: Ira Lubinsky
Title: Associate

-4-

<PAGE> 5

BANKS: CREDIT SUISSE

By: /s/ Scott E. Zoellner
-------------------------------
Name: Scott E. Zoellner
Title: Associate

By: /s/ Ira Lubinsky
-------------------------------
Name: Ira Lubinsky
Title: Associate

CHEMICAL BANK

By: /s/ Phyllis Sawyer
-------------------------------
Name: Phyllis Sawyer
Title: Vice President

MELLON BANK, N.A.

By: /s/ David R. Evans
-------------------------------
Name: David R. Evans
Title: Vice President

SHAWMUT BANK, N.A.

By: /s/ Frank Benesh
-------------------------------
Name: Frank Benesh
Title: Vice President

NATIONAL WESTMINSTER BANK, U.S.A.

By: /s/ Jeffrey B. Carstens
-------------------------------
Name: Jeffrey B. Carstnes
Title: Vice President

THE FUJI BANK, LIMITED

By: /s/ Taku Haki
-------------------------------
Name: Taku Haki
Title: Vice President & Manager

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<PAGE> 6

THE BANK OF NOVA SCOTIA

By: /s/ Stephen Lockhart
---------------------------
Name: Stephen Lockhart
Title: Vice President

THE BANK OF NEW YORK

By:
---------------------------
Name:
Title:

THE BANK OF TOKYO TRUST COMPANY

By: /s/ Jean K. Reilly
---------------------------
Name: Jean K. Reilly
Title:

-6-
<PAGE> 7

SECOND AMENDMENT

AMENDMENT dated as of July 30, 1993 between Computer
Associates International, Inc. (the "Borrower"), the Banks and
other financial institutions parties to the Credit Agreement (as
defined below) (the "Banks") and Credit Suisse, as Agent (the
"Agent").

WHEREAS, the Borrower, the Banks and the Agent are
parties to a Credit Agreement dated as of December 9, 1991, as
extended pursuant to the Agent's letter to Borrower dated August
4, 1992 (the "Credit Agreement"); and

WHEREAS, the Borrower has requested that the Banks and
the Agent consent to certain amendments of the Credit Agreement
as provided in this Amendment; and

WHEREAS, the Banks and the Agent are willing to consent
to the amendments set forth in this Amendment;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. DEFINITIONS.

Unless otherwise defined herein, terms defined in the
preamble and recitals to this Amendment shall have their defined
meanings when used herein, terms defined in the Credit Agreement
shall have the meaning specified therein when used in this
Amendment, and the terms defined in Section 2 hereof shall have
the meanings set forth therein when used in this Amendment.

SECTION 2. AMENDMENTS.

Section 2.1. Termination Date. Section 1.1 of the
Credit Agreement is hereby amended by deleting the term
"Termination Date" and by inserting in lieu thereof the
following:

"Termination Date" means (x) in the case of any Tranche
A Loan, July 29, 1994, or (y) in the case of any Tranche B
Loan, July 29, 1995, or (z) such later date to which the
Tranche A Commitment or the Tranche B Commitment may be
extended pursuant to Section 2.9; provided, however, that if
the whole of the Commitments are sooner terminated pursuant
to Section 6.1 or otherwise, then the Termination Date shall
be such earlier date of termination.

Section 2.2. Extension of Commitments. Section 2.9 of
the Credit Agreement is hereby amended by deleting such section
and by inserting in lieu thereof the following:

Section 2.9 Extension of Commitments. On or
before June 12 in any year in which a Tranche A Loan
<PAGE> 8

Termination Date occurs, Borrower may, by notice to Agent,
request an extension of the Termination Dates for both
Commitments (but not for the Tranche A Commitment or the
Tranche B Commitment alone) from the dates then constituting
the Termination Dates for the Tranche A Commitment and
Tranche B Commitment to dates which are 364 days after each
such Termination Date. The Agent shall promptly notify each
Bank of such request. If all of the Banks consent in
writing to such extension, the Agent shall, within three
Banking Days of its receipt of the last written consent,
notify the Borrower in writing that such request has been
accepted and, upon the giving of such notice, the
Termination Dates shall be so extended, effective as of the
close of business on the Termination Date for the Tranche A
Commitment in effect prior to giving effect to such
extension. If the Agent fails to give such notice of
acceptance within such time or if all Banks fail to give
such written consent, the request for extension shall be
deemed rejected. If requested by any Bank, the Agent shall,
to the extent known by Agent, notify such Bank of the status
of the other Banks' Commitments. The written consent of the
Banks to any such request for extension shall be in form and
substance satisfactory to the Agent in its sole discretion.
No Bank shall have any obligation to provide its written
consent prior to the later of (x) thirty days from the date
such Bank receives from the Agent notice of Borrower's
request for an extension of the Termination Dates and (y)
July 1 in any year in which such extension is requested (the
"Extension Response Date"). Each Bank may accept, reject or
fail to act upon such request for extension in its sole and
absolute discretion; provided, however, that if any Bank has
failed to give its written consent to such extension to
Agent no later than the Extension Response Date, such Bank
shall, within three Banking Days after receipt of notice
from Agent requiring such assignment, assign such Bank's
rights and obligations under this Agreement and the other
Credit Documents to one or more Assignees (which may be one
or more Banks, including Agent in its capacity as a Bank)
designated by Agent, such assignment to be at par (based on
the non-consenting Bank's outstanding Loans and accrued
interest and Fees on the effective date of such assignment)
and to be made pursuant to subsections (a) through (d) of
Section 8.11 under one or more Assignment and Acceptance
Agreements, which shall be executed by such non-consenting
Bank upon the execution thereof by such Assignee or
Assignees. Nothing herein shall be deemed to impose any
obligation on Agent to issue any such notice requiring
assignment or to impose any obligation on any Bank
(including Agent in its capacity as a Bank) to become
assignees of such non-consenting Bank.

-2-
<PAGE> 9

SECTION 3. REPRESENTATIONS AND WARRANTIES.

In order to induce the Banks and the Agent to enter
into this Amendment, the Borrower represents and warrants to each
of the Banks and the Agent that:

3.1. Loan Documents. Each of the representations and
warranties contained in the Credit Documents is true and correct,
as if made by Borrower on the date hereof; provided that each of
representations and warranties in the existing Credit Documents
is hereby amended so that all references therein to "this
Agreement" or similar terms shall be deemed a reference to the
existing Credit Documents and to this Amendment, as well as the
existing Credit Documents as modified by this Amendment, and all
references therein to "Credit Documents" shall be deemed a
reference to the existing Credit Documents and to this Amendment,
as well as the existing Credit Documents as modified by this
Amendment.

3.2. Binding Agreements. Borrower has all requisite
power, authority and legal right to execute, deliver and perform
all of its obligations under this Amendment. This Amendment has
been duly authorized, executed and delivered by or on behalf of
Borrower. This Amendment is a legal, valid and binding
obligation of the Borrower, enforceable against Borrower in
accordance with its terms, except to the extent that the
enforceability thereof may be limited by any applicable
bankruptcy, reorganization, insolvency, moratorium or similar
laws affecting the enforcement of creditors' rights generally.
The execution, delivery and performance by Borrower do not and
will not conflict with, or result in a violation or breach of, or
constitute a default under, or result in the creation or
imposition of a Lien on property of Borrower under, or give to
any person rights to cancel, terminate or suspend performance of
their obligations to Borrower under, or accelerate payments of
amounts owed by Borrower to others under:

(a) the certificate of incorporation or by-laws
of Borrower; or

(b) any law, rule, regulation, order, license or
permit of any governmental authority or court; or

(c) any contract, lease, agreement, mortgage,
deed, note, security, indenture, instrument or other
document which is or becomes binding on Borrower or its
property.

No consent, waiver, approval or authorization of, notice to, or
declaration, registration or filing with, any governmental
authority or any other Person is required in connection with the
execution, delivery or performance by Borrower of this Amendment,

-3-

<PAGE> 10

or the consummation of any of the transactions contemplated
thereby, except for this Amendment.

3.3. No Default. No Event of Default, or event or
condition which, with the giving of notice, passage of time or
both, would constitute an Event of Default, exists or will exist
after giving effect to the transactions contemplated by this
Amendment.

3.4. Accuracy of Information. Neither this Amendment
nor any other agreement, document or certificate, when furnished
to the Agent or any Bank by Borrower or the Company in connection
with the transactions contemplated hereby, contains any untrue
statement of a material fact or omits to state a material fact
necessary in order to make the statements contained herein and
therein not misleading in light of the circumstances in which
made. There is no fact known to Borrower (except general
economic conditions which are a matter of public knowledge) which
materially and adversely affects or in the future is likely to
materially and adversely affect the business prospects of
Borrower which has not been set forth in this Amendment or in the
other agreements, documents, certificates and statements
furnished in writing to the Agent and the Banks in connection
with the transactions contemplated hereby.

SECTION 4. CONDITIONS TO CONSENT.

The effectiveness of this Amendment is subject to the
satisfaction of the following conditions:

4.1. No Adverse Change. There shall not have occurred
any material adverse change in the business, properties,
operations, profits, prospects or condition (financial or
otherwise) of Borrower.

4.2. Legal Matters. All legal matters and proceedings
in connection with the transactions contemplated by this
Amendment shall be satisfactory to each Bank and its counsel and
each Bank shall have received all such counterpart originals or
certified or other copies of such documents and proceedings in
connection with such transactions, in form and substance
satisfactory to each Bank, as any such Bank may from time to time
reasonably request.

SECTION 5. MISCELLANEOUS.

5.1. Limited Effect. Except as expressly modified by
this Amendment, the Credit Documents are, and shall remain, in
full force and effect in accordance with their terms. Nothing in
this Amendment is or should be construed as a waiver by the Agent
or any Bank of any Event of Default, or a waiver or modification

-4-
<PAGE> 11

by the Agent or any Bank of any other provision of the Credit
Documents, except for the amendments expressly set forth herein.

5.2. Counterparts. This Amendment may be executed in
any number of separate counterparts, each of which shall be an
original, and all of which, taken together, shall be deemed to
constitute one and the same instrument.

5.3. Governing Law. This Amendment and the rights and
obligations of the parties hereunder shall be governed by, and
construed and interpreted in accordance with, the laws of the
State of New York.

5.4. Estoppel. Borrower acknowledges and agrees that
the Credit Documents are valid, binding and enforceable in
accordance with their respective terms and provisions, and there
are no counterclaims, defenses or offsets which may be asserted
with respect to the Credit Documents, or which may in any manner
affect the collection or collectibility of the principal,
interest and other sums evidenced and secured by the Credit
Documents, nor is there any basis whatsoever for any such counter
claim, defense or offset.

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above
written.

COMPUTER ASSOCIATES INTERNATIONAL, INC.

By: /s/ Ira Zar
------------------------
Name: Ira Zar
Title: Vice President

CREDIT SUISSE, as Agent and as one of
the Banks

By: /s/ Scott E. Zoellner
------------------------
Name: Scott E. Zoellner
Title: Associate

By: /s/ Ira Lubinsky
------------------------
Name: Ira Lubinsky
Title: Associate

-5-
<PAGE> 12

MELLON BANK, N.A.

By: /s/ David R. Evans
-------------------------------
Name: David R. Evans
Title: Vice President

CHEMICAL BANK

By: /s/ Phyllis Sawyer
-------------------------------
Name: Phyllis Sawyer
Title: Vice President

NATIONAL WESTMINSTER BANK, U.S.A.

By: /s/ Jeffrey B. Carstens
-------------------------------
Name: Jeffrey B. Carstens
Title: Vice President

SHAWMUT BANK, N.A.

By: /s/ Frank Beresh
-------------------------------
Name: Frank Beresh
Title: Vice President

THE FUJI BANK, LIMITED

By: /s/ Yoshihiku Shiotsugu
-------------------------------
Name: Yoshihiku Shiotsugu
Title: Vice President & Manager

THE BANK OF NOVA SCOTIA

By: /s/ Stephen Lockhart
-------------------------------
Name: Stephen Lockhart
Title: Vice President

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<PAGE> 13

THE BANK OF NEW YORK

By: /s/ Gianni N. Sellers
---------------------------
Name: Gianni N. Sellers
Title: Vice President

THE BANK OF TOKYO TRUST COMPANY

By: /s/ Neal Hoffson
---------------------------
Name: Neal Hoffson
Title: Vice President

-7-

<PAGE> 1

[EXECUTION COPY]
EXHIBIT 99(c)(1)

AGREEMENT AND PLAN OF MERGER

dated as of

May 18, 1994

among

THE ASK GROUP, INC.

COMPUTER ASSOCIATES INTERNATIONAL, INC.

and

SPEEDBIRD MERGE, INC.

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
ARTICLE I - THE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.1. The Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. Company Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3. Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE II - THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

2.1. The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.2. Conversion of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.3. Surrender and Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.4. Dissenting Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.5. Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III - THE SURVIVING CORPORATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

3.1. Certificate of Incorporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.2. Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.3. Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . 7

4.1. Corporate Existence and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.2. Corporate Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.3. Governmental Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.4. Non-Contravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.5. Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.6. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.7. SEC Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.8. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.9. Disclosure Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.10. Absence of Certain Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.11. No Undisclosed Material Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.12. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.13. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.14. ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.15. Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.16. Finders' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>

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<PAGE> 3
<TABLE>
<CAPTION>
PAGE
<S> <C>
4.17. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.18. Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.19. Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.20. Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.21. Insurance Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE V - REPRESENTATIONS AND WARRANTIES OF BUYER . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

5.1. Corporate Existence and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.2. Corporate Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.3. Governmental Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.4. Non-Contravention . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.5. Disclosure Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.6. Finders' Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
5.7. Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE VI - COVENANTS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

6.1. Conduct of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
6.2. Stockholder Meeting; Proxy Material . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.3. Access to Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.4. Other Offers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.5. Notices of Certain Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.6. Rights Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.7. Fair Price Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.8. Subsidiary Officers and Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.9. Employee Stock Purchase Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE VII - COVENANTS OF BUYER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

7.1. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
7.2. Obligations of Merger Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
7.3. Voting of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
7.4. Director and Officer Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
7.5. Assumed Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE VIII - COVENANTS OF BUYER AND THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

8.1. Reasonable Efforts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
8.2. Certain Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
8.3. Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
8.4. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
8.5. Section 16 Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

</TABLE>

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<PAGE> 4
<TABLE>
<CAPTION>
PAGE
<S> <C>
ARTICLE IX - CONDITIONS TO THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

9.1. Conditions to the Obligations of Each Party . . . . . . . . . . . . . . . . . . . . . . 26
9.2. Conditions to the Obligations of Buyer and Merger Subsidiary . . . . . . . . . . . . . . 27

ARTICLE X - TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

10.1. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
10.2. Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE XI - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

11.1. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
11.2. Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . 29
11.3. Amendments; No Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
11.4. Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
11.5. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
11.6. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
11.7. Counterparts; Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ANNEX I Conditions
</TABLE>

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AGREEMENT AND PLAN OF MERGER, dated as of May 18, 1994, among
The ASK Group, Inc., a Delaware corporation (the "Company"), Computer
Associates International, Inc., a Delaware corporation ("Buyer"), and Speedbird
Merge, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer
("Merger Subsidiary").

The parties hereto agree as follows:

ARTICLE I

THE OFFER

SECTION 1.1. The Offer. (a) Provided that nothing shall
have occurred that would result in a failure to satisfy any of the conditions
set forth in Annex I hereto, Merger Subsidiary shall, and Buyer shall cause
Merger Subsidiary to, as promptly as practicable after the date hereof, but in
no event later than five business days following the public announcement of the
terms of this Agreement, commence an offer (the "Offer") to purchase any and
all of the outstanding shares of common stock, $0.01 par value (the "Shares"),
including the associated Rights (as defined in Section 4.5), of the Company at
a price of $13.25 per Share (including such associated Rights), net to the
seller in cash. The Offer shall be subject to the condition that there shall
be validly tendered in accordance with the terms of the Offer prior to the
expiration date of the Offer and not withdrawn a number of Shares which,
together with the Shares then owned by Buyer and Merger Subsidiary, represents
at least a majority of the total number of outstanding Shares, assuming the
exercise of all outstanding options, rights and convertible securities (if any)
and the issuance of all Shares that the Company is obligated to issue (such
total number of outstanding Shares being hereinafter referred to as the "Fully
Diluted Shares") (the "Minimum Condition") and to the other conditions set
forth in Annex I hereto. Buyer and Merger Subsidiary expressly reserve the
right to waive any of the conditions to the Offer (other than the Minimum
Condition) and to make any change in the terms or conditions of the Offer;
provided that no change may be made which changes the form of consideration to
be paid or decreases the price per Share or the number of Shares sought in the
Offer or which imposes conditions to the Offer in addition to those set forth
in Annex I or which materially adversely (from the holders of the Shares' point
of view) changes the conditions to the Offer set forth in Annex I. Assuming
the prior satisfaction or waiver of the conditions to the Offer, Buyer shall
cause Merger Subsidiary to accept for payment, in accordance with the terms of
the Offer, all Shares tendered pursuant to the Offer as soon as legally
permitted after the commencement thereof and to pay for all such Shares as
promptly as practicable after acceptance; provided, however, that Buyer may
extend the Offer for a period of time of not more than 15 Business Days to meet
the objective (but not the condition) that there shall be validly tendered, in
accordance with the terms of the Offer, prior to the expiration date of the
Offer (as so extended) and not withdrawn a number of Shares, which, together
with Shares then owned by Buyer and Merger Subsidiary, represents at least 90%
of the Fully Diluted Shares.

(b) As soon as practicable on the date of commencement of the
Offer, Buyer and Merger Subsidiary shall file with the SEC (as defined in
Section 4.7) a Tender Offer Statement on

<PAGE> 6
Schedule 14D-l with respect to the Offer which will contain the offer to
purchase and form of the related letter of transmittal (together with any
supplements or amendments thereto, collectively the "Offer Documents"). Buyer,
Merger Subsidiary and the Company each agrees promptly to correct any
information provided by it for use in the Offer Documents if and to the extent
that it shall have become false or misleading in any material respect. Buyer
and Merger Subsidiary agree to take all steps necessary to cause the Offer
Documents as so corrected to be filed with the SEC and to be disseminated to
holders of Shares, in each case as and to the extent required by applicable
federal securities laws. The Company and its counsel shall be given a
reasonable opportunity to review and comment on the Schedule 14D-l prior to its
being filed with the SEC. Buyer and Merger Subsidiary agree to provide the
Company and its counsel with any comments that Buyer or Merger Subsidiary or
their counsel may receive from the SEC or the staff of the SEC with respect to
such document promptly after receipt thereof. Upon the terms and subject to
the conditions of the Offer (including, if the Offer is extended or amended,
the terms and conditions of any such extension or amendment), Merger Subsidiary
will purchase by accepting for payment and will pay for Shares validly tendered
and not properly withdrawn, as promptly as practicable after the expiration
date of the Offer.

SECTION 1.2. Company Action. (a) The Company hereby
consents to the Offer and represents that its Board of Directors, at a meeting
duly called and held and acting on the unanimous recommendation of the Board of
Directors of the Company, has (i) unanimously determined that this Agreement
and the transactions contemplated hereby, including the Offer and the Merger
(as defined in Section 2.1) and the Stockholder Option Agreement dated as of
May 18, 1994 (the "Stockholder Option Agreement") among the Stockholders of the
Company that are named therein (the "Stockholders"), are fair to and in the
best interest of the Company's stockholders, (ii) unanimously approved this
Agreement and the transactions contemplated hereby, including the Offer and the
Merger and the Stockholder Option Agreement, which approval satisfies in full
the requirements of the General Corporation Law of the State of Delaware (the
"Delaware Law"), and (iii) unanimously resolved to recommend acceptance of the
Offer and approval and adoption of this Agreement and the Merger by its
stockholders. The Company further represents that Bear, Stearns & Co. Inc. has
delivered to the Company's Board of Directors its written opinion that the
Offer and the Merger, collectively, are fair from a financial point of view, to
the shareholders of the Company. The Company has been advised that all of its
directors and executive officers intend either to tender their Shares (other
than Shares subject to the Stockholder Option Agreement) pursuant to the Offer
(unless to do so would subject such person to liability under Section 16(b) of
the Exchange Act) or to vote in favor of the Merger. The Company will promptly
furnish Buyer and Merger Subsidiary with a list of its stockholders, mailing
labels and any available listing or computer file containing the names and
addresses of all record holders of Shares and lists of securities positions of
Shares held in stock depositories, in each case true and correct as of the most
recent practicable date, and will provide to Buyer and Merger Subsidiary such
additional information (including, without limitation, updated lists of
stockholders, mailing labels and lists of securities positions) and such other
assistance as Buyer or Merger Subsidiary may reasonably request in connection
with the Offer.

(b) As soon as practicable on the day that the Offer is
commenced, the Company will file with the SEC a Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") which shall reflect the
recommendations of the Company's Board of Directors referred to above. The
Company, Buyer and Merger Subsidiary each agrees promptly to correct any

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<PAGE> 7
information provided by it for use in the Schedule 14D-9 if and to the extent
that it shall have become false or misleading in any material respect. The
Company agrees to take all steps necessary to cause the Schedule 14D-9 as so
corrected to be filed with the SEC and to be disseminated to holders of Shares,
in each case as and to the extent required by applicable federal securities
laws. Buyer and its counsel shall be given a reasonable opportunity to review
and comment on the Schedule 14D-9 prior to its being filed with the SEC. The
Company agrees to provide Buyer and Merger Subsidiary and their counsel with
any comments that the Company or its counsel may receive from the SEC or the
staff of the SEC with respect to such document promptly after receipt thereof.

SECTION 1.3. Directors. (a) Effective upon the acceptance
for payment by Merger Subsidiary of such number of Shares which satisfies the
Minimum Condition, Buyer shall be entitled to designate the number of
directors, rounded up to the next whole number, on the Company's Board of
Directors that equals the product of (i) the total number of directors on the
Company's Board of Directors (giving effect to the election of any additional
directors pursuant to this Section) and (ii) the percentage that the number of
Shares owned by Buyer or Merger Subsidiary (including Shares accepted for
payment) bears to the total number of Shares outstanding, and the Company shall
take all action necessary to cause Buyer's designees to be elected or appointed
to the Company's Board of Directors, including, without limitation, increasing
the number of directors, and seeking and accepting resignations of incumbent
directors. At such times, the Company will use its best efforts to cause
individuals designated by Buyer to constitute the same percentage as such
individuals represent on the Company's Board of Directors of (x) each committee
of the Board (other than any committee of the Board established to take action
under this Agreement), (y) each board of directors of each Subsidiary (as
defined in Section 4.6) and (z) each committee of each such board.
Notwithstanding the foregoing, until such time as Buyer or Merger Subsidiary
acquires a majority of the outstanding Shares on a fully diluted basis, the
Company shall use its best efforts to ensure that all of the members of the
Board of Directors and such boards and committees as of the date hereof who are
not employees of the Company shall remain members of the Board of Directors and
such boards and committees until the Effective Time (as defined in Section
2.1). Following the election or appointment of Buyer's designees pursuant to
this Section 1.3 and prior to the Effective Time, any amendment or termination
of this Agreement, extension for the performance or waiver of the obligations
or other acts of Buyer or Merger Subsidiary or waiver of the Company's rights
hereunder, shall require the approval of a majority of the directors who are
neither designees of Buyer nor employees of the Company.

(b) The Company's obligations to appoint designees to the
Board of Directors shall be subject to Section 14(f) of the Exchange Act (as
defined in Section 4.3) and Rule 14f-l promulgated thereunder. The Company
shall promptly take all actions required pursuant to Section 14(f) and Rule
14f-l in order to fulfill its obligations under this Section and shall include
in the Schedule 14D-9 such information with respect to the Company and its
officers and directors as is required under Section 14(f) and Rule 14f-l to
fulfill its obligations under this Section 1.3. Buyer will supply to the
Company in writing and be solely responsible for any information with respect
to itself and its nominees, officers, directors and affiliates required by
Section 14(f) and Rule 14f-1.

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<PAGE> 8
ARTICLE II

THE MERGER

SECTION 2.1. The Merger. (a) At the Effective Time,
Merger Subsidiary shall be merged (the "Merger") with and into the Company in
accordance with the Delaware Law, whereupon the separate existence of Merger
Subsidiary shall cease, and the Company shall be the surviving corporation (the
"Surviving Corporation"). At the election of Buyer, the Merger may be
structured so that the Company shall be merged with and into Merger Subsidiary
with the result that Merger Subsidiary shall be the "Surviving Corporation".

(b) As soon as practicable after satisfaction or, to the
extent permitted hereunder, waiver of all conditions to the Merger, the Company
and Merger Subsidiary will file a certificate of merger with the Secretary of
State of the State of Delaware and make all other filings or recordings
required by Delaware Law in connection with the Merger. The Merger shall
become effective at such time as the certificate of merger is duly filed with
the Secretary of State of the State of Delaware or at such later time as is
specified in the certificate of merger (the "Effective Time").

(c) From and after the Effective Time, the Surviving
Corporation shall possess all the rights, privileges, powers and franchises and
be subject to all of the restrictions, disabilities and duties of the Company
and Merger Subsidiary, all as provided under Delaware Law.

SECTION 2.2. Conversion of Shares. At the Effective Time:

(a) each Share held by the Company as treasury stock or owned,
directly or indirectly, by Buyer, Merger Subsidiary or any subsidiary
of either of them immediately prior to the Effective Time shall be
cancelled, and no payment shall be made with respect thereto;

(b) each share of common stock of Merger Subsidiary
outstanding immediately prior to the Effective Time shall be converted
into and become one share of common stock of the Surviving Corporation
with the same rights, powers and privileges as the shares so converted
and shall constitute the only outstanding shares of capital stock of
the Surviving Corporation; and

(c) each Share outstanding immediately prior to the Effective
Time shall, except as otherwise provided in Section 2.2(a) or as
provided in Section 2.4 with respect to Shares as to which appraisal
rights have been exercised, be converted into the right to receive
$13.25 in cash or any higher price paid for each Share in the Offer,
without interest (the "Merger Consideration").

SECTION 2.3. Surrender and Payment. (a) Prior to the
Effective Time, Buyer shall appoint an agent (the "Exchange Agent") for the
purpose of exchanging certificates representing Shares for the Merger
Consideration. Buyer will make available to the Exchange Agent, as needed, the
Merger Consideration to be paid in respect of the Shares. For purposes of
determining the

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<PAGE> 9
Merger Consideration to be made available, Buyer shall assume that no holder of
Shares will perfect his right to appraisal of his Shares. Promptly after the
Effective Time, Buyer will send, or will cause the Exchange Agent to send, to
each holder of Shares at the Effective Time a letter of transmittal for use in
such exchange (which shall specify that the delivery shall be effected, and
risk of loss and title shall pass, only upon proper delivery of the
certificates representing Shares to the Exchange Agent).

(b) Each holder of Shares that have been converted into a
right to receive the Merger Consideration, upon surrender to the Exchange Agent
of a certificate or certificates representing such Shares, together with a
properly completed letter of transmittal covering such Shares and such other
documents as may be requested, will be entitled to receive the Merger
Consideration payable in respect of such Shares. Until so surrendered, each
such certificate shall, after the Effective Time, represent for all purposes,
only the right to receive such Merger Consideration. No interest shall be paid
or accrue on the Merger Consideration.

(c) If any portion of the Merger Consideration is to be paid
to a Person other than the registered holder of the Shares represented by the
certificate or certificates surrendered in exchange therefor, it shall be a
condition to such payment that the certificate or certificates so surrendered
shall be properly endorsed or otherwise be in proper form for transfer and that
the Person requesting such payment shall pay to the Exchange Agent any transfer
or other taxes required as a result of such payment to a Person other than the
registered holder of such Shares or establish to the satisfaction of the
Exchange Agent that such tax has been paid or is not payable. For purposes of
this Agreement, "Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a
government or political subdivision or any agency or instrumentality thereof.

(d) After the Effective Time, there shall be no further
registration of transfers of Shares. If, after the Effective Time,
certificates representing Shares are presented to the Surviving Corporation,
they shall be cancelled and exchanged for the consideration provided for, and
in accordance with the procedures set forth, in this Article II.

(e) Any portion of the Merger Consideration made available to
the Exchange Agent pursuant to Section 2.3(a) that remains unclaimed by the
holders of Shares six months after the Effective Time shall be returned to
Buyer, upon demand, and any such holder who has not exchanged his Shares for
the Merger Consideration in accordance with this Section prior to that time
shall thereafter look only to Buyer for payment of the Merger Consideration in
respect of his Shares. Notwithstanding the foregoing, Buyer shall not be
liable to any holder of Shares for any amount paid to a public official
pursuant to applicable abandoned property laws. Any amounts remaining
unclaimed by holders of Shares two years after the Effective Time (or such
earlier date immediately prior to such time as such amounts would otherwise
escheat to or become property of any governmental entity) shall, to the extent
permitted by applicable law, become the property of Buyer free and clear of any
claims or interest of any Person previously entitled thereto.

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(f) Any portion of the Merger Consideration made available to
the Exchange Agent pursuant to Section 2.3(a) to pay for Shares for which
appraisal rights have been perfected shall be returned to Buyer, upon demand.

SECTION 2.4. Dissenting Shares. Notwithstanding Section
2.2, Shares outstanding immediately prior to the Effective Time and held by a
holder who has not voted in favor of the Merger or consented thereto in writing
and who has demanded appraisal for such Shares in accordance with Section 262
of the Delaware Law ("Dissenting Shares") shall not be converted into a right
to receive the Merger Consideration, but instead (unless such holder fails to
perfect or withdraws or otherwise loses his right to appraisal) the holders of
Dissenting Shares shall be entitled to receive such consideration as shall be
determined pursuant to Section 262 of the Delaware Law. If after the Effective
Time such holder fails to perfect or withdraws or loses his right to appraisal,
such Shares shall be treated as if they had been converted as of the Effective
Time into a right to receive the Merger Consideration. The Company shall give
Buyer prompt notice of any demands received by the Company for appraisal of
Shares, and Buyer shall have the right to participate in all negotiations and
proceedings with respect to such demands. The Company shall not, except with
the prior written consent of Buyer, make any payment with respect to, or settle
or offer to settle, any such demands.

SECTION 2.5. Stock Options.

(a) The Company agrees to cause stock options under its
1991 United Kingdom Stock Option Plan not to become exercisable as to Optioned
Stock (within the meaning of such plan) not yet exercisable as of the date of
the notification prescribed in Rule 12(c) of such plan. Upon the acceptance of
shares in the Offer, stock options and stock purchase rights under its 1991
Stock Plan shall accelerate and become vested in full. Upon Buyer's written
request, the Company agrees to cause stock options and stock purchase rights
under its 1991 Stock Plan not to be terminated in exchange for a cash payment.

(b) Prior to the Effective Time, Buyer shall designate in
writing to the Company those employee and director stock options and stock
purchase rights to purchase Shares ("Plan Options"), or portions thereof, that
Buyer desires be terminated prior to the Effective Time. Buyer's designation
of options or portions thereof to be so terminated shall be by uniform
classification on the basis of the particular plan under which the option was
granted. To the extent so designated by Buyer, the Company will exercise any
rights under its stock option or compensation plans or arrangements to
accelerate then outstanding Plan Options and cause them to expire prior to the
Effective Time consistent with the plans under which such Plan Options were
granted.

(c) With respect to Plan Options which the Buyer does not
designate for termination pursuant to Section 2.5(b), the Company shall take
such action as shall be necessary to provide for the Buyer's assumption of such
options as set forth in Section 7.5 hereof.

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ARTICLE III

THE SURVIVING CORPORATION

SECTION 3.1. Certificate of Incorporation. The
certificate of incorporation of Merger Subsidiary in effect at the Effective
Time shall be the certificate of incorporation of the Surviving Corporation
until amended in accordance with applicable law, except that the name of the
Surviving Corporation shall be changed to the name of the Company.

SECTION 3.2. Bylaws. The bylaws of Merger Subsidiary in
effect at the Effective Time shall be the bylaws of the Surviving Corporation
until amended in accordance with applicable law.

SECTION 3.3. Directors and Officers. From and after the
Effective Time, until successors are duly elected or appointed and qualified in
accordance with applicable law, (i) the directors of Merger Subsidiary at the
Effective Time shall be the directors of the Surviving Corporation, and (ii)
the officers of the Company at the Effective Time shall be the officers of the
Merger Subsidiary.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
OF THE COMPANY

The Company represents and warrants to Buyer that except, in
the case of any representation and warranty below, to the extent described
under a caption identifying such representation and warranty in the Company
Disclosure Letter dated the date of this Agreement and furnished by the Company
to Buyer on the date of this Agreement (the "Company Disclosure Letter"):

SECTION 4.1. Corporate Existence and Power. The Company
is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Delaware, and has all corporate powers and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted. The Company is duly qualified to do
business as a foreign corporation and is in good standing in each jurisdiction
where the character of the property owned or leased by it or the nature of its
activities makes such qualification necessary, except for those jurisdictions
where the failure to be so qualified would not, individually or in the
aggregate, have a material adverse effect on the condition (financial or
otherwise), business, assets, results of operations or prospects of the Company
and the Subsidiaries (as defined in Section 4.6) taken as a whole except that
occurrences due solely to a disruption of the Company's or its Subsidiary's
businesses solely as a result of any rumors, speculation, or announcement of a
potential merger involving the Company or the execution of this Agreement and
the Merger shall be excluded from consideration for purposes of the effect of
an action or inaction on the Company and its Subsidiaries, taken as a whole (a
"Material Adverse Effect"). The Company has heretofore delivered

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to Buyer true and complete copies of the certificate of incorporation and
bylaws as currently in effect of the Company and each of its Subsidiaries.

SECTION 4.2. Corporate Authorization. The execution,
delivery and performance by the Company of this Agreement and the consummation
by the Company of the transactions contemplated hereby are within the Company's
corporate powers and, except for any required approval by the Company's
stockholders in connection with the consummation of the Merger, have been duly
authorized by all necessary corporate action. This Agreement constitutes a
valid and binding agreement of the Company.

SECTION 4.3. Governmental Authorization. The execution,
delivery and performance by the Company of this Agreement and the consummation
of the Merger by the Company require no action by or in respect of, or filing
with, any federal, state, local or foreign governmental body, agency, official
or authority other than (i) the filing of a certificate of merger in accordance
with Delaware Law; (ii) compliance with any applicable requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"); (iii)
compliance with any applicable requirements of the Securities Exchange Act of
1934 and the rules and regulations promulgated thereunder (the "Exchange Act");
and (iv) such notices, reports, registrations, declarations, filings, waivers,
consents, approvals, orders, or authorizations, the absence of which would not,
individually or in the aggregate, have a Material Adverse Effect or adversely
affect Buyer or its subsidiaries.

SECTION 4.4. Non-Contravention. The execution, delivery
and performance by the Company of this Agreement and the consummation by the
Company of the transactions contemplated hereby do not and will not (i)
contravene or conflict with the certificate of incorporation or bylaws of the
Company, (ii) assuming compliance with the matters referred to in Section 4.3,
contravene or conflict with or constitute a violation of any provision of any
law, regulation, judgment, injunction, order or decree binding upon or
applicable to the Company or any Subsidiary, (iii) constitute a default under
or give rise to a right of termination, cancellation or acceleration of any
right or obligation of the Company or any Subsidiary or to a loss of any
benefit to which the Company or any Subsidiary is entitled under any provision
of any agreement, contract or other instrument binding upon the Company or any
Subsidiary or any license, franchise, permit or other similar authorization
held by the Company or any Subsidiary, or (iv) result in the creation or
imposition of any Lien on any asset of the Company or any Subsidiary (other
than in the case of clauses (iii) and (iv) above and with respect to
agreements, instruments, contracts, permits or similar authorizations (other
than debt instruments or agreements, licenses of assets to the Company or any
Subsidiary, exclusive licenses or distribution agreements or arrangements, or
licenses or distribution agreements or arrangements which, by their terms,
provide for payments to the Company or any Subsidiary of $2,000,000 or more per
annum), such defaults, breaches, losses, rights of termination, cancellation or
acceleration, or Liens as to which requisite waivers have been obtained or
which individually or in aggregate could not reasonably be expected to have a
Material Adverse Effect). For purposes of this Agreement, "Lien" means, with
respect to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset.

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SECTION 4.5. Capitalization. The authorized capital stock
of the Company consists of 40,000,000 shares of Common Stock, par value of
$0.01 per share ("Common Stock"). As of May 17, 1994, 23,479,624 shares of
Common Stock are issued and outstanding, including associated Common Stock
Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated
as of August 15, 1990, as amended (the "Rights Agreement"), between the Company
and Bank of Boston, as Rights Agent. As of the date hereof, (A) 3,400,000
shares are reserved for issuance pursuant to the 1982 Stock Option Plan (the
"1982 Option Plan"), of which options to purchase 594,299 shares are
outstanding and no shares remain available for future grant; (B) 3,200,000
shares are reserved for issuance pursuant to the 1991 Stock Plan (the "1991
Stock Plan"), of which options to purchase 1,827,012 shares are outstanding and
1,337,307 shares remain available for future grant; (C) 150,000 shares are
reserved for issuance to non-employee directors of the Company pursuant to the
1986 Directors Stock Option Plan (the "1986 Director Plan"), of which options
to purchase 64,200 shares are outstanding and options to purchase 49,800 shares
remain available for future grant; (D) 500,000 shares are reserved for issuance
pursuant to the 1993 Employee Stock Purchase Plan (the "1993 ESPP"), of which
344,567 shares remain available for future grant; (E) 250,000 shares are
reserved for issuance pursuant to the 1992 Overseas Employee Stock Purchase
Plan (the "1992 ESPP"), of which 133,179 shares remain available for future
grant; and (F) options to purchase 437,754 shares are outstanding under the
Ingres Option Plans and no shares remain available for future grant. All
outstanding shares of capital stock of the Company have been duly authorized
and validly issued and are fully paid and nonassessable. Except as set forth
in this Section and except for changes since May 17, 1994 resulting from the
exercise of employee stock options outstanding on such date, there are
outstanding (i) no shares of capital stock or other voting securities of the
Company, (ii) no securities of the Company convertible into or exchangeable for
shares of capital stock or voting securities of the Company, and (iii) no
options or other rights to acquire from the Company, and no obligation of the
Company to issue, any capital stock, voting securities or securities
convertible into or exchangeable for capital stock or voting securities of the
Company (the items in clauses (i), (ii) and (iii) being referred to
collectively as the "Company Securities"). There are no outstanding
obligations of the Company or any Subsidiary to repurchase, redeem or otherwise
acquire any Company Securities.

SECTION 4.6. Subsidiaries. (a) Each Subsidiary is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation, has all corporate powers and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted and is duly qualified to do business
as a foreign corporation and is in good standing in each jurisdiction where the
character of the property owned or leased by it or the nature of its activities
makes such qualification necessary, except for those jurisdictions where
failure to be so qualified would not, individually or in the aggregate, have a
Material Adverse Effect. For purposes of this Agreement, "Subsidiary" means
any domestic or foreign corporation or other entity of which securities or
other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are
directly or indirectly owned by the Company. All Subsidiaries and their
respective jurisdictions of incorporation are identified in the Company's
annual report on Form 10-K for the fiscal year ended June 30, 1993 (the
"Company 10-K").

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(b) All of the outstanding capital stock of, or other
ownership interests in, each Subsidiary, is owned by the Company, directly or
indirectly, free and clear of any Lien and free of any other limitation or
restriction (including any restriction on the right to vote, sell or otherwise
dispose of such capital stock or other ownership interests). There are no
outstanding (i) securities of the Company or any Subsidiary convertible into or
exchangeable for shares of capital stock or other voting securities or
ownership interests in any Subsidiary, and (ii) options or other rights to
acquire from the Company or any Subsidiary, and no other obligation of the
Company or any Subsidiary to issue, any capital stock, voting securities or
other ownership interests in, or any securities convertible into or
exchangeable for any capital stock, voting securities or ownership interests
in, any Subsidiary (the items in clauses (i) and (ii) being referred to
collectively as the "Subsidiary Securities"). There are no outstanding
obligations of the Company or any Subsidiary to repurchase, redeem or otherwise
acquire any outstanding Subsidiary Securities.

SECTION 4.7. SEC Filings. (a) The Company has filed with
the Securities and Exchange Commission (the "SEC") all required reports,
schedules, forms, statements and other documents from April 1, 1991 through the
date hereof, including (i) the annual reports on Form 10-K for its fiscal years
ended June 30, 1991, 1992, and 1993, (ii) its quarterly reports on Form 10-Q
for its fiscal quarters September 30, 1993, December 31, 1993 and March 31,
1994, (iii) its proxy or information statements relating to meetings of, or
actions taken without a meeting by, the stockholders of the Company held since
April 1, 1991, and (iv) all of its other reports, statements, schedules and
registration statements filed with the Securities and Exchange Commission (the
"SEC") since April 1, 1991.

(b) As of its filing date, each such report or statement filed
pursuant to the Exchange Act did not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they
were made, not misleading.

(c) Each such registration statement, as amended or
supplemented, if applicable, filed pursuant to the Securities Act of 1933 as of
the date such statement or amendment became effective did not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading.

SECTION 4.8. Financial Statements. The audited
consolidated financial statements and unaudited consolidated interim financial
statements of the Company included in its annual reports on Form 10-K and the
quarterly reports on Form 10-Q referred to in Section 4.7 fairly present, in
conformity with generally accepted accounting principles applied on a
consistent basis (except as may be indicated in the notes thereto), the
consolidated financial position of the Company and its consolidated
subsidiaries as of the dates thereof and their consolidated results of
operations and cash flows for the periods then ended (subject to normal
year-end adjustments in the case of any unaudited interim financial statements,
none of which would be materially adverse). For purposes of this Agreement,
"Balance Sheet" means the consolidated balance sheet of the Company as of June
30, 1993 set forth in the Company 10-K and "Balance Sheet Date" means June 30,
1993.

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SECTION 4.9. Disclosure Documents. (a) Each document
required to be filed by the Company with the SEC in connection with the
transactions contemplated by this Agreement (the "Company Disclosure
Documents"), including, without limitation, the Schedule 14D-9, the proxy or
information statement of the Company (the "Company Proxy Statement"), if any,
to be filed with the SEC in connection with the Merger, and any amendments or
supplements thereto will, when filed, comply as to form in all material
respects with the applicable requirements of the Exchange Act.

(b) At the time the Company Proxy Statement or any amendment
or supplement thereto is first mailed to stockholders of the Company, at the
time such stockholders vote on adoption of this Agreement and at the Effective
Time, the Company Proxy Statement, as supplemented or amended, if applicable,
will not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in the
light of the circumstances under which they were made, not misleading. At the
time of the filing of any Company Disclosure Document other than the Company
Proxy Statement and at the time of any distribution thereof, such Company
Disclosure Document will not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were made, not
misleading. The representations and warranties contained in this Section
4.9(b) will not apply to statements or omissions included in the Company
Disclosure Documents based upon information furnished to the Company in writing
by Buyer or Merger Subsidiary specifically for use therein.

(c) The information with respect to the Company or any
Subsidiary that the Company furnishes to Buyer or Merger Subsidiary in writing
specifically for use in the Offer Documents will not, at the time of the filing
thereof, at the time of any distribution thereof and at the time of the
consummation of the Offer, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading.

SECTION 4.10. Absence of Certain Changes. Since the
Balance Sheet Date (or, in the case of clauses (d) and (e) below, since March
31, 1994), the Company and Subsidiaries have conducted their business in the
ordinary course consistent with past practice and there has not been:

(a) any event, occurrence or development of a state of
circumstances or facts which has had or reasonably could be expected to have a
Material Adverse Effect;

(b) any declaration, setting aside or payment of any dividend
or other distribution with respect to any shares of capital stock of the
Company, or any repurchase, redemption or other acquisition by the Company or
any Subsidiary of any outstanding shares of capital stock or other securities
of, or other ownership interests in, the Company or any Subsidiary;

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<PAGE> 16
(d) any incurrence, assumption or guarantee by the Company or
any Subsidiary of any indebtedness for borrowed money other than in the
ordinary course of business and in amounts and on terms consistent with past
practices, but in no event in the amount of more than $50,000 in any one
transaction or $150,000 in the aggregate;

(e) any creation or assumption by the Company or any
Subsidiary of any Lien on any material asset other than in the ordinary course
of business consistent with past practices but in no event in respect of any
obligation of more than $50,000 in any one transaction or $150,000 in the
aggregate;

(f) any making of any loan, advance or capital contributions
to or investment in any Person other than (i) loans, advances or capital
contributions to or investments in Subsidiaries made in the ordinary course of
business consistent with past practices and (ii) investments in cash
equivalents made in the ordinary course of business consistent with past
practices;

(g) any damage, destruction or other casualty loss (whether or
not covered by insurance) affecting the business or assets of the Company or
any Subsidiary which, individually or in the aggregate, has had or would
reasonably be expected to have a Material Adverse Effect;

(h) any transaction or commitment made, or any contract or
agreement entered into, by the Company or any Subsidiary relating to its assets
or business (including the acquisition or disposition of any assets) or any
relinquishment by the Company or any Subsidiary of any contract or other right,
in either case, material to the Company and the Subsidiaries taken as a whole,
other than transactions and commitments in the ordinary course of business
consistent with past practice and those contemplated by this Agreement, but in
no event representing commitments on behalf of the Company or any Subsidiary of
more than $50,000 for any transaction or $150,000 for any series of
transactions;

(i) any change in any method of accounting or accounting
practice by the Company or any Subsidiary, except for any such change required
by reason of a concurrent change in generally accepted accounting principles;

(j) any (i) grant of any severance or termination pay to any
director, officer or employee of the Company or any Subsidiary, (ii) entering
into of any employment, deferred compensation or other similar agreement (or
any amendment to any such existing agreement) with any director, officer or
employee of the Company or any Subsidiary, (iii) increase in benefits payable
under any existing severance or termination pay policies or employment
agreements or (iv) increase in compensation, bonus or other benefits payable to
directors, officers or employees of the Company or any Subsidiary, other than
in the ordinary course of business consistent with past practice; or

(k) any labor dispute, other than routine individual
grievances, or any activity or proceeding by a labor union or representative
thereof to organize any employees of the Company or any Subsidiary, which
employees were not subject to a collective bargaining agreement at the Balance
Sheet Date, or any lockouts, strikes, slowdowns, work stoppages or threats
thereof by or with respect to such employees.

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<PAGE> 17
SECTION 4.11. No Undisclosed Material Liabilities. There
are no liabilities of the Company or any Subsidiary of any kind whatsoever,
whether accrued, contingent, absolute, determined, determinable or otherwise,
and there is no existing condition, situation or set of circumstances which
could reasonably be expected to result in such a liability, other than:

(i) liabilities disclosed in the Company Disclosure
Letter under the caption "Section 4.11";

(ii) liabilities disclosed or provided for in the Balance
Sheet;

(iii) liabilities incurred in the ordinary course of
business consistent with past practice, which could not reasonably be
expected, individually or in the aggregate, to have a Material Adverse
Effect; and

(iv) liabilities under this Agreement.

SECTION 4.12. Litigation. Except as set forth in the
quarterly reports on Form 10-Q for the quarter ended March 31, 1994, there is
no action, suit, investigation or proceeding (or any basis therefor) pending
against, or to the knowledge of the Company threatened against or affecting,
the Company or any Subsidiary or any of their respective properties before any
court or arbitrator or any governmental body, agency or official which, if
determined or resolved adversely to the Company or any Subsidiary in accordance
with the plaintiff's demands, would reasonably be expected to have a Material
Adverse Effect or which in any manner challenges or seeks to prevent, enjoin,
alter or materially delay the Offer or the Merger or any of the other
transactions contemplated hereby.

SECTION 4.13. Taxes. (a) The Company and each Subsidiary
have timely filed all material tax returns, statements, reports and forms
required to be filed with any tax authority ("Tax Returns") and have paid when
due all taxes owed by the Company and any Subsidiary (whether or not shown on
any such Tax Returns). There are no liens on any of the assets of the Company
or any Subsidiary that arose in connection with any failure (or alleged
failure) to pay any tax except for liens that would in the aggregate not have a
Material Adverse Effect.

(b) No dispute or claim concerning any tax liability of the
Company or any Subsidiary has been claimed or raised by any authority in
writing.

(c) Neither the Company nor any Subsidiary has waived any
statute of limitations in respect of taxes or agreed to any extension of time
with respect to a tax assessment or deficiency.

(d) Neither the Company nor any Subsidiary has filed a consent
under Section 341(f) of the Internal Revenue Code of 1986, as amended ("the
Code") concerning collapsible corporations. Neither the Company nor any
Subsidiary has any liability for the taxes of any person (other than the
Company and any Subsidiary) under Treas. Reg. Section 1.1502-6 (or any similar
provision of state, local, or foreign law), as a transferee or successor, by
contract, or otherwise.

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<PAGE> 18
(e) As of the Balance Sheet Date, the unpaid income taxes of
the Company and Subsidiaries did not exceed the liability for income taxes
(rather than any reserve for deferred taxes established to reflect timing
differences between book and tax income) set forth on the face of the Balance
Sheet.

SECTION 4.14. ERISA. (a) The Company has provided Buyer
with a list identifying each "employee benefit plan", as defined in Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), which (i) is subject to any provision of ERISA and (ii) is
maintained, administered or contributed to by the Company or any affiliate (as
defined below) and covers any employee or former employee of the Company or any
affiliate or any beneficiary of such employee or former employee or under which
the Company or any affiliate has any liability. Copies of such plans (and, if
applicable, related trust agreements) and all amendments thereto and written
interpretations thereof have been made available to Buyer together with (x) the
three most recent annual reports (Form 5500 including, if applicable, Schedule
B thereto) prepared in connection with any such plan and (y) the most recent
actuarial valuation report prepared in connection with any such plan. Such
plans are referred to collectively herein as the "Employee Plans". For
purposes of this Section, "affiliate" of any Person means any other Person
which, together with such Person, would be treated as a single employer under
Section 414 of the Code. The only Employee Plans which individually or
collectively would constitute an "employee pension benefit plan" as defined in
Section 3(2) of ERISA (the "Pension Plans") are identified as such in the list
referred to above.

(b) No Employee Plan constitutes a "multiemployer plan", as
defined in Section 3(37) of ERISA (a "Multiemployer Plan"), no Employee Plan is
maintained in connection with any trust described in Section 501(c)(9) of the
Code and no Employee Plan is subject to Title IV of ERISA (a "Retirement
Plan"). The Company knows of no "reportable event", within the meaning of
Section 4043 of ERISA, and no event described in Section 4041, 4041A, 4042,
4062, 4063, or 4064 of ERISA has occurred in connection with any Employee Plan,
other than a "reportable event" that will not have a Material Adverse Effect.
Nothing done or omitted to be done and no transaction or holding of any asset
under or in connection with any Employee Plan has or will make the Company or
any Subsidiary, any officer or director of the Company or any Subsidiary
subject to any liability under Title I of ERISA or liable for any tax pursuant
to Section 4975 or Section 4980B of the Code that could have a Material Adverse
Effect.

(c) Each Employee Plan which is intended to be qualified under
Section 401(a) of the Code is so qualified and has been so qualified during the
period from its adoption to date, and each trust forming a part thereof is
exempt from tax pursuant to Section 501(a) of the Code. Each such Plan has
been determined by the Internal Revenue Service in writing to be so qualified,
no such determination letter has been withdrawn and the Company has made
available to the Buyer copies of the most recent Internal Revenue Service
determination letters with respect to each such Plan. To the Company's
knowledge, each Employee Plan has been maintained in compliance with its terms
and with the requirements prescribed by any and all statutes, orders, rules and
regulations, including but not limited to ERISA and the Code, which are
applicable to such Plan.

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<PAGE> 19
(d) There is no contract, agreement, plan or arrangement
covering any employee or former employee of the Company or any affiliate that,
individually or collectively, could give rise to the payment of any amount that
would not be deductible pursuant to the terms of Sections 162(a)(1), 162(m),
162(n) or 280G of the Code.

(e) The Company has provided Buyer with a list of each
employment, severance or other similar contract, arrangement or policy and each
plan or arrangement (written or oral) providing for insurance coverage
(including any self insured arrangements), workers' compensation, disability
benefits, supplemental unemployment benefits, vacation benefits, retirement
benefits or for deferred compensation, profit-sharing, bonuses, stock options,
stock appreciation or other forms of incentive compensation or post-retirement
insurance, compensation or benefits which (i) is not an Employee Plan, (ii) is
entered into, maintained or contributed to, as the case may be, by the Company
or any of its affiliates and (iii) covers any employee or former employee of
the Company or any of its affiliates or any beneficiary of such employee. Such
contracts, plans and arrangements as are described above, copies or
descriptions of all of which have been furnished previously to Buyer are
referred to collectively herein as the "Benefit Arrangements". To the
Company's knowledge each Benefit Arrangement has been maintained in substantial
compliance with its terms and with the requirements prescribed by any and all
statutes, orders, rules and regulations that are applicable to such Benefit
Arrangement.

(f) The excess of the present value of the projected liability
in respect of post-retirement health and medical benefits for retired employees
of the Company and its affiliates, determined using assumptions that are
reasonable in the aggregate, over the fair market value of any fund, reserve or
other assets segregated for the purpose of satisfying such liability (including
for such purposes any fund established pursuant to Section 401(h) of the Code)
does not in the aggregate exceed $200,000. Except as required by law or
individual contract no condition exists that would prevent the Company or any
Subsidiary from amending or terminating any Employee Plan or Benefit
Arrangement providing health or medical benefits in respect of any active
employee of the Company or any Subsidiary.

(g) Except as disclosed in writing to Buyer prior to the date
hereof, there has been no amendment to, written interpretation or announcement
(whether or not written) by the Company or any of its affiliates relating to,
or change in employee participation or coverage under, any Employee Plan or
Benefit Arrangement which would increase materially the expense of maintaining
such Employee Plan or Benefit Arrangement above the level of the expense
incurred in respect thereof for the fiscal year ended on the Balance Sheet
Date.

(h) Neither the Company nor any Subsidiary is a party to a
collective bargaining agreement. No labor union has been certified or has
commenced proceedings for certification by the National Labor Relations Board
to represent employees of the Company or any Subsidiary. No work stoppage has
commenced or been threatened by employees of the Company or any Subsidiary.

SECTION 4.15. Compliance with Laws. Neither the Company
nor any Subsidiary (a) is in violation of, or has violated, any applicable
provisions of any laws, statutes, ordinances or regulations or (b) has received
any notice from any governmental body, agency, official or authority

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<PAGE> 20
or any other person that either the Company or any Subsidiary is in violation
of, or has violated, any applicable provisions of any laws, statutes,
ordinances or regulations except for violations which, individually or in the
aggregate, do not and insofar as reasonably can be foreseen in the future would
not have a Material Adverse Effect.

SECTION 4.16. Finders' Fees. Except for fees to Bear,
Stearns & Co., Inc. and Unterberg Harris in respect of the Offer and Merger, a
copy of whose engagement agreement has been provided to Buyer, there is no
investment banker, broker, finder or other intermediary which has been retained
by or is authorized to act on behalf, of the Company or any Subsidiary who
might be entitled to any fee or commission from the Company, any Subsidiary,
Buyer or any of Buyer's affiliates upon consummation of the transactions
contemplated by this Agreement or thereafter.

SECTION 4.17. Other Information. None of the documents or
information delivered to Buyer in connection with the transactions contemplated
by this Agreement contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements contained
therein not misleading.

SECTION 4.18. Environmental Matters. Neither the Company
nor any Subsidiaries, nor any of their respective officers, employees,
representatives or agents, nor, to the best of their knowledge, any other
Person, has treated, stored, processed, discharged, spilled, or otherwise
disposed of, any substance defined as hazardous or toxic by any applicable
federal, state or local law, rule, regulation, order or directive, or any waste
or by-product thereof, at any real property or any other facility owned, leased
or used by the Company or any Subsidiaries, in violation of any applicable
statutes, regulations, ordinances or directives of any governmental authority
or court, which violations may result in liability to the Company or any
Subsidiaries or any of their respective officers, employees, representatives,
agents or shareholders in an amount exceeding $5,000,000 (net of any insurance
proceeds received by the Company with respect to such violations or of any
amounts received by the Company under any indemnification rights of the Company
with respect to such violations) for all such violations; and the unresolved
violations set forth in the Company Disclosure Letter under the caption
"Section 4.18" will not result in liability to the Company or any Subsidiaries
or any of their respective officers, employees, representatives, agents or
shareholders in an amount exceeding $5,000,000 (net of any insurance proceeds
received by the Company with respect to such violations or of any amounts
received by the Company under any indemnification rights of the Company with
respect to such violations) for all such unresolved violations. No employee or
other Person has ever made a claim or demand against the Company or any
Subsidiaries based on alleged damage to health caused by any such hazardous or
toxic substance or by any waste or by-product thereof; and the unsatisfied
claims or demands against the Company or any Subsidiaries set forth in the
Company Disclosure Letter under the caption "Section 4.18" will not result in
uninsured liability to the Company or any Subsidiaries or any of their
respective officers, employees, representatives, agents or shareholders in an
amount exceeding $5,000,000 (net of any insurance proceeds received by the
Company with respect to such claims or demands or of any amounts received by
the Company under any indemnification rights of the Company with respect to
such claims or demands) for all such unsatisfied claims or demands. Neither
the Company nor any Subsidiaries has been charged by any governmental authority
with improperly using, handling, storing, discharging or disposing of any such
hazardous or toxic

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<PAGE> 21
substance or waste or by-product thereof or with causing or permitting any
pollution of any body of water; and the outstanding charges set forth in the
Company Disclosure Letter under the caption "Section 4.18" will not result in
liability to the Company or any Subsidiaries or any of their respective
officers, employees, representatives, agents or shareholders in an amount
exceeding $5,000,000 (net of any insurance proceeds received by the Company
with respect to such charges or of any amounts received by the Company under
any indemnification rights of the Company with respect to such charges) for all
such outstanding charges.

SECTION 4.19. Intellectual Property. (a) The Company or a
Subsidiary has exclusive ownership of or rights to use each material patent,
patent application, trademark (whether or not registered), trademark
application, trade name, service mark, copyright and other trade secret or
proprietary intellectual property (collectively "Intellectual Property") owned
by or used in and material to the business of the Company and the Subsidiaries,
taken as a whole, and the current use by a Company or Subsidiary of such
Intellectual Property does not infringe the rights of any other person, except
for any such infringements that could not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect. To the knowledge of
the Company and the Subsidiaries, no other person is infringing the rights of
the Company or any Subsidiary in any such Intellectual Property, except for any
such infringements that could not reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect.

SECTION 4.20. Material Contracts. (a) Except for
agreements, contracts, plans, leases, arrangements or commitments disclosed in
the Company's SEC filings referred to in Section 4.7, neither the Company nor
any Subsidiary is a party to or subject to:

(i) any contract or other document that substantially
limits the freedom of the Company or any Subsidiary to compete in any
line of business or with any person or in any area or which would so
limit the freedom of the Company or any Subsidiary after the Effective
Time; or

(ii) any other contract or any commitment not made in the
ordinary course of business which is material to the Company and the
Subsidiaries taken as a whole.

(b) All agreements, contracts, plans, leases, arrangements and
commitments disclosed in the Company's SEC filings referred to in Section 4.7
(the "Material Contracts") are valid and binding agreements of the Company or a
Subsidiary, are in full force and effect (other than those that have expired in
accordance with their terms in the ordinary course of business, which
expirations have not had and could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect), and neither the
Company, any Subsidiary nor, to the knowledge of the Company, any other party
thereto is in default under the terms of any such agreement, contract, plan,
lease, arrangement or commitment, except for any such defaults that have not
had and could not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect. Neither the Company nor any Subsidiary
is in default under the terms of any exclusive license or distribution
agreement or arrangement, any license of assets to the Company or any
Subsidiary, any distribution agreement or arrangement that, by its terms,
provides for payments to the Company or any Subsidiary of $2,000,000 or more
per annum or any other material license or distribution

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<PAGE> 22
agreement or arrangement, true and complete copies or descriptions of all of
which have been delivered to Buyer.

SECTION 4.21. Insurance Coverage. The properties and the
conduct of the business of the Company and its Subsidiaries are insured by
insurers of recognized responsibility in such amounts and against such risks
and losses as are adequate for such business in accordance with customary
industry practices.

ARTICLE V

REPRESENTATIONS AND WARRANTIES
OF BUYER

Buyer represents and warrants to the Company that:

SECTION 5.1. Corporate Existence and Power. Each of Buyer
and Merger Subsidiary is a corporation duly incorporated, validly existing and
in good standing under the laws of its jurisdiction of incorporation and has
all corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted.

SECTION 5.2. Corporate Authorization. The execution,
delivery and performance by Buyer and Merger Subsidiary of this Agreement and
the consummation by Buyer and Merger Subsidiary of the transactions
contemplated hereby are within the corporate powers of Buyer and Merger
Subsidiary and have been duly authorized by all necessary corporate action.
This Agreement constitutes a valid and binding agreement of Buyer and Merger
Subsidiary.

SECTION 5.3. Governmental Authorization. The execution,
delivery and performance by Buyer and Merger Subsidiary of this Agreement and
the consummation by Buyer and Merger Subsidiary of the transactions
contemplated by this Agreement require no action by or in respect of, or filing
with, any governmental body, agency, official or authority other than (i) the
filing of a certificate of merger in accordance with Delaware Law, (ii)
compliance with any applicable requirements of the HSR Act; (iii) compliance
with any applicable requirements of the Exchange Act and (iv) compliance with
applicable requirements of state or foreign securities laws.

SECTION 5.4. Non-Contravention. The execution, delivery
and performance by Buyer and Merger Subsidiary of this Agreement and the
consummation by Buyer and Merger Subsidiary of the transactions contemplated
hereby do not and will not contravene or conflict with the certificate of
incorporation or bylaws of Buyer or Merger Subsidiary, (ii) assuming compliance
with the matters referred to in Section 5.3, contravene or conflict with any
provision of law, regulation, judgment, order or decree binding upon Buyer or
Merger Subsidiary, or (iii) constitute a default under or give rise to any
right of termination, cancellation or acceleration of any right or obligation
of Buyer or Merger Subsidiary or to a loss of any benefit to which Buyer or
Merger Subsidiary is entitled under any agreement, contract or other instrument
binding upon Buyer or Merger Subsidiary.

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<PAGE> 23
SECTION 5.5. Disclosure Documents. (a) The information
with respect to Buyer and its subsidiaries that Buyer furnished to the Company
in writing specifically for use in any Company Disclosure Document will not
contain, any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements made therein, in the light of
the circumstances under which they were made, not misleading (i) in the case of
the Company Proxy Statement at the time the Company Proxy Statement or any
amendment or supplement thereto is first mailed to stockholders of the Company,
at the time the stockholders vote on adoption of this Agreement and at the
Effective Time, and (ii) in the case of any Company Disclosure Document other
than the Company Proxy Statement, at the time of the filing thereof and at the
time of any distribution thereof and at the expiration of the Offer.

(b) The Offer Documents, when filed, will comply as to form in
all material respects with the applicable requirements of the Exchange Act and
will not at the time of the filing thereof, at the time of any distribution
thereof or at the time of consummation of the Offer, contain any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements made therein, in the light of the circumstances under which
they were made, not misleading, provided, that this representation and warranty
will not apply to statements or omissions in the Offer Documents based upon
information furnished to Buyer or Merger Subsidiary in writing by the Company.

SECTION 5.6. Finders' Fees. There is no investment
banker, broker, finder or other intermediary engaged by or on behalf of Buyer
or Merger Affiliate who might be entitled to any fee or commission from the
Company upon consummation of the transactions contemplated by this Agreement.

SECTION 5.7. Financing. Buyer has or has available to it
sufficient funds to purchase all of the Shares outstanding and to pay all
related fees and expenses on a fully diluted basis pursuant to the Offer.

ARTICLE VI

COVENANTS OF THE COMPANY

The Company agrees that:

SECTION 6.1. Conduct of the Company. Except as disclosed
in the Company Disclosure Letter under the caption "Section 6.1," and except
for such actions as to which Buyer shall have given its consent (which consent
shall not be unreasonably withheld) from the date hereof until the Effective
Time, the Company and the Subsidiaries shall conduct their business in the
ordinary course consistent with past practice and shall use their best efforts
to preserve intact their business organizations and maintain satisfactory
relationships with third parties having business relationships with them and to
keep available the services of their present officers and employees. Without
limiting the generality of the foregoing, from the date hereof until the
Effective Time,

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<PAGE> 24
neither the Company nor any of its Subsidiaries will, without the prior
approval (which approval shall not be unreasonably withheld) of Buyer:

(a) except as expressly contemplated by this Agreement, amend
or otherwise change its certificate of incorporation or bylaws or, in the case
of the Company, the Rights Plan (as defined in Section 6.6);

(b) enter into any material commitment or transaction
(including, but not limited to, any material borrowing, capital expenditure or
sale of assets), other than in the ordinary course of business;

(c) grant any increase in the compensation payable or to
become payable by the Company or any of its Subsidiaries to any of their
officers or employees or any increase in any bonus, insurance, pension or other
employee benefit plan, payment or arrangement (including, but not limited to,
the granting of stock options, stock appreciation rights or restricted stock
awards) made to, for or with such officers or employees;

(d) enter into any employment agreement or, except in
accordance with the Company's existing written policy, a copy of which has
previously been delivered by the Company to Buyer, grant any severance or
termination pay with or to any officer, director or employee of the Company or
any of its Subsidiaries;

(e) except as expressly contemplated by this Agreement, amend
any of its stock option or stock purchase plans, including any options or
rights thereunder;

(f) enter into any foreign currency trading transactions,
other than in the ordinary course of business consistent with past practices
and not, in the aggregate, in excess of $500,000;

(g) enter into any customer sale or license agreements with
non-standard terms or at discounts from list prices in excess of 20%;

(h) pay commissions to sales employees except on the basis of
executed customer contracts with respect to products actually delivered to
customers;

(i) enter into any contracts or series of related contracts
involving amounts in excess of $50,000 for any transaction or $150,000 for any
series of transactions;

(j) enter into any customer agreements providing for product
replacements; or

(k) (i) take any action, or agree or commit to take any action
that would make any representation and warranty of the Company hereunder
inaccurate in any respect at, or as of any time prior to the Effective Time or
(ii) omit or agree or commit to omit to take any action necessary to prevent
any such representation or warrant from being inaccurate in any respect at any
such time.

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<PAGE> 25
SECTION 6.2. Stockholder Meeting; Proxy Material. (a) The
Company shall cause a meeting of its stockholders (the "Company Stockholder
Meeting") to be duly called and held as soon as reasonably practicable after
consummation of the Offer for the purpose of voting on the approval and
adoption of this Agreement and the Merger unless a vote of stockholders of the
Company is not required by Delaware Law. The Directors of the Company shall,
subject to their fiduciary duties as advised by counsel, recommend approval and
adoption of this Agreement and the Merger by the Company's stockholders. In
connection with such meeting, after consummation of the Offer the Company (i)
will promptly prepare and file with the SEC, will use its reasonable efforts to
have cleared by the SEC and will thereafter mail to its stockholders as
promptly as practicable the Company Proxy Statement and all other proxy
materials for such meeting, (ii) will use its reasonable efforts to obtain the
necessary approvals by its stockholders of this Agreement and the transactions
contemplated hereby and (iii) will otherwise comply with all legal requirements
applicable to such meeting.

(b) Notwithstanding the foregoing, in the event that Merger
Subsidiary shall acquire at least ninety percent (90%) of the outstanding
Shares, the parties hereto agree, at the request of Merger Subsidiary, subject
to Article IX, to take all necessary and appropriate action to cause the Merger
to become effective as soon as reasonably practicable after such acquisition
(subject to Section 2.5(b)), without a meeting and without a vote of the
Company's stockholders, in accordance with the Delaware Law.

SECTION 6.3. Access to Information. From the date hereof
until the Effective Time, the Company will give Buyer, its counsel, financial
advisors, auditors and other authorized representatives full access to the
offices, properties, books and records of the Company and the Subsidiaries,
will furnish to Buyer, its counsel, financial advisors, auditors and other
authorized representatives such financial and operating data and other
information as such Persons may reasonably request and will instruct the
Company's and the Subsidiaries' employees, counsel and financial advisors to
cooperate with Buyer in its investigation of the business of the Company and
the Subsidiaries; provided that no investigation pursuant to this Section shall
affect any representation or warranty given by the Company to Buyer hereunder.

SECTION 6.4. Other Offers. (a) From the date hereof until
the termination hereof, the Company and the Subsidiaries and the officers,
directors, employees or other agents of the Company and the Subsidiaries will
not, directly or indirectly, (i) take any action to solicit, initiate or
encourage any Acquisition Proposal or (ii) subject to the fiduciary duties of
the Board of Directors under applicable law upon the advice of Wilson, Sonsini,
Goodrich & Rosati, P.C., counsel to the Company, and in response to an
unsolicited request therefor by a person who a majority of the Company's Board
of Directors believes intends to submit a Superior Acquisition Proposal, engage
in negotiations with, or disclose any nonpublic information relating to the
Company or any Subsidiary or afford access to the properties, books or records
of the Company or any Subsidiary to, any Person that may be considering making,
or has made, an Acquisition Proposal. The Company will promptly notify Buyer
after receipt of any Acquisition Proposal or any indication that any Person is
considering making an Acquisition Proposal or any request for nonpublic
information relating to the Company or any Subsidiary or for access to the
properties, books or records of the Company or any Subsidiary by any Person
that may be considering making, or has made, an

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<PAGE> 26
Acquisition Proposal and will keep Buyer fully informed of the status and
details of any such Acquisition Proposal, indication or request. For purposes
of this Agreement, "Acquisition Proposal" means any offer or proposal for, or
any indication of interest in, a merger or other business combination involving
the Company or any Subsidiary or the acquisition of any equity interest in, or
a substantial portion of the assets of, the Company or any Subsidiary, other
than the transactions contemplated by this Agreement. "Superior Acquisition
Proposal" means an Acquisition Proposal which a majority of the disinterested
directors determines in its good faith judgment (based on advice of the
Company's independent financial advisor) to be more favorable to the Company's
stockholders than the Offer or the Merger, and for which financing, to the
extent required, is then committed. Nothing in this Section 6.4 shall be
deemed to prohibit the Company and its Board of Directors from (i) taking and
disclosing a position with respect to a tender offer by a third party pursuant
to Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act and (ii) making
such disclosures to the Company's stockholders which, in the judgment of and
subject to the fiduciary duties of the Board of Directors of the Company, with
the advice of Wilson, Sonsini, Goodrich & Rosati, P.C., counsel to the Company,
may be required under applicable law.

SECTION 6.5. Notices of Certain Events. The Company
shall, within 24 hours, notify Buyer of:

(i) any notice or other communication from any Person
alleging that the consent of such Person is or may be required in
connection with the transactions contemplated by this Agreement;

(ii) any notice or other communication from any
governmental or regulatory agency or authority in connection with the
transactions contemplated by this Agreement; and

(iii) any actions, suits, claims, investigations or
proceedings commenced or, to the best of its knowledge threatened
against, relating to or involving or otherwise affecting the Company
or any Subsidiary which, if pending on the date of this Agreement,
would have been required to have been disclosed pursuant to Section
4.12 or 4.14 or which relate to the consummation of the transactions
contemplated by this Agreement.

SECTION 6.6. Rights Agreement. Effective upon execution
of this Agreement, the Board of Directors of the Company shall have amended the
Rights Agreement on terms satisfactory to Buyer to terminate, modify or redeem
the Rights issued thereunder so as to make the Rights inapplicable to the Offer
or the Merger or the Stockholder Option Agreement. After such amendment and
assuming that neither Buyer nor Merger Subsidiary is in material breach of this
Agreement, the Company will not thereafter amend the Rights Plan so as to make
the Rights applicable to the Offer or the Merger.

SECTION 6.7. Fair Price Structure. If any "fair price" or
"control share acquisition" statute or other similar statute or regulation or
any state "blue sky" statute shall become applicable to the transactions
contemplated hereby or by the Stockholder Option Agreement, the Company and the
members or the Board of Directors of the Company shall grant such approvals and
take such actions as are necessary so that the transactions contemplated hereby
and thereby may be

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<PAGE> 27
consummated as promptly as practicable on the terms contemplated hereby and
thereby and otherwise act to minimize the effects of such statute or regulation
on the transactions contemplated hereby or thereby.

SECTION 6.8. Subsidiary Officers and Directors. The
Company will cause each Subsidiary to cause each officer and director of such
Subsidiary to tender resignations to the respective Subsidiary effective upon
the Effective Date.

SECTION 6.9. Employee Stock Purchase Plans. The Company
agrees to terminate its 1992 ESPP and 1993 ESPP prior to the Effective Time.
The Company agrees to amend Section 4.2(a) of the Company's 401(k) Plan prior
to the Effective Time to permit Employer Matching Contributions (as defined
therein) in cash. Buyer intends to terminate or discontinue contributions to
the Company's 401(k) Plan or merge it into the Buyer's 401(k) Plan and intends
that thereafter employees of the Company will be eligible to participate in
Buyer's 401(k) Plan.

ARTICLE VII

COVENANTS OF BUYER

Buyer agrees that:

SECTION 7.1. Confidentiality. (a) Prior to the Effective
Time and after any termination of this Agreement, Buyer will hold, and will use
its best efforts to cause its officers, directors, employees, accountants,
counsel, consultants, advisors and agents to hold, in confidence, unless
compelled to disclose by judicial or administrative process or by other
requirements of law, all confidential documents and information concerning the
Company and the Subsidiaries furnished to Buyer in connection with the
transactions contemplated by this Agreement, including, without limitation, the
stockholder lists furnished by the Company pursuant to Section 1.2, except to
the extent that such information can be shown to have been (i) previously known
on a nonconfidential basis by Buyer, (ii) in the public domain through no fault
of Buyer or (iii) later lawfully acquired by Buyer from sources other than the
Company; provided that Buyer may disclose such information to its officers,
directors, employees, accountants, counsel, consultants, advisors and agents in
connection with the transactions contemplated by this Agreement and to its
lenders in connection with obtaining the financing for the transactions
contemplated by this Agreement so long as such Persons are informed by Buyer of
the confidential nature of such information and are directed by Buyer to treat
such information confidentially. Buyer's obligation to hold any such
information in confidence shall be satisfied if it exercises the same care with
respect to such information as it would take to preserve the confidentiality of
its own similar information. It is agreed that such information has been and
is being provided solely for the purposes of the Offer and the Merger and not
to affect, in any way, the parties' competitive position relative to each other
or to other entities. If this Agreement is terminated, Buyer will, and will
use its best efforts to cause its officers, directors, employees, accountants,
counsel, consultants, advisors and agents to, destroy or deliver to the
Company, upon request, all documents and other materials, and all copies
thereof, obtained by Buyer or on its behalf from the Company in connection with
this Agreement that are subject to such

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<PAGE> 28
confidence. This confidentiality provision supersedes and replaces in its
entirety, any prior confidentiality agreements signed by Buyer or any affiliate
of Buyer in favor of the Company or any Subsidiary.

(b) In the event that Buyer or Merger Subsidiary is requested
or required (by oral questions, interrogatories, requests for information or
documents in legal proceedings, subpoena, civil investigative demand or other
similar process to disclose any of the information required to be kept
confidential under paragraph (a), such party shall provide the Company with
prompt notice of any such request or requirement so that the Company may seek a
protective order or other appropriate remedy and/or waive compliance with the
provisions of this paragraph. If, in the absence of a protective order or
other remedy or the receipt of a waiver by Company, the party requested or
required to make the disclosure should nonetheless, in the opinion of counsel,
disclose such information, the party requested or required to make the
disclosure may, without liability hereunder, disclose only that portion of the
information which such counsel advises is legally required to be disclosed,
provided that the party requested or required to make the disclosure exercises
its reasonable efforts to preserve the confidentiality of the information,
including, without limitation, by cooperating with the Company to obtain an
appropriate protective order or other reliable assurance that confidential
treatment will be accorded the information.

SECTION 7.2. Obligations of Merger Subsidiary. Buyer will
take all action necessary to cause Merger Subsidiary to perform its obligations
under this Agreement (including providing Merger Subsidiary with sufficient
funds to pay the aggregate purchase price of Shares accepted for purchase
pursuant to the Offer) and to consummate the Merger on the terms and conditions
set forth in this Agreement.

SECTION 7.3. Voting of Shares. Buyer agrees to vote all
Shares beneficially owned by it in favor of adoption of this Agreement at the
Company Stockholder Meeting.

SECTION 7.4. Director and Officer Liability. For six
years after the Effective Time, Buyer will cause the Surviving Corporation to
indemnify and hold harmless the officers and directors of the Company in
respect of acts or omissions occurring prior to the Effective Time to the
extent provided under the Company's certificate of incorporation and bylaws in
effect on the date hereof; provided that such indemnification shall be subject
to any limitation imposed from time to time under applicable law. For three
years after the Effective Time, Buyer will cause the Surviving Corporation to
use its reasonable efforts to provide officers' and directors' liability
insurance in respect of acts or omissions occurring prior to the Effective Time
covering each such Person currently covered by the Company's officers' and
directors' liability insurance policy on terms with respect to coverage and
amount no less favorable than those of such policy in effect on the date
hereof, provided that in satisfying its obligation under this Section, Buyer
shall not be obligated to cause the Surviving Corporation to pay premiums in
excess of the amount per annum the Company paid in its last full fiscal year,
which amount has been disclosed to Buyer. This Section 7.4 shall inure to the
benefit of those Persons who were or are officers and directors of the Company
prior to the Effective Time.

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<PAGE> 29
SECTION 7.5. Assumed Options. (a) Buyer agrees to take
such actions as shall be necessary to assume the Plan Options, if any,
specified in Section 2.5(c). Prior to the Effective Time, the Buyer shall
designate in writing those Plan Options which it desires to assume at the
Effective Time by agreeing to pay the amount of the Merger Consideration with
respect to the full amount of Shares subject to each option (without regard to
vesting) (without interest) in lieu of issuing Shares. All other Plan Options
assumed by Buyer shall be converted into stock options ("Buyer Options") to
purchase from Buyer the number of shares of common stock of Buyer ("Buyer
Common Stock") equal to the product obtained by multiplying the number of
shares of Company common stock subject to each Company Option by the quotient
arrived at by dividing the Merger Consideration per Share by the average of the
closing sales prices for the Buyer Common Stock on the New York Stock Exchange
for the five (5) trading days ending on the trading day immediately prior to
the date of the Effective Time (such quotient being referred to herein as the
"Exchange Ratio") rounded down to the nearest whole integer, and the exercise
price per share for Buyer Common Stock under each option so assumed shall be
the original exercise price per share of the Company Option divided by the
Exchange Ratio, rounded up to the nearest whole cent, all in accordance with
Section 424(a) of the Code and the regulations promulgated thereunder, without
regard to whether the Company Option qualifies as an incentive stock option
within the meaning of Section 422 of the Code.

(b) The provisions of Section 7.5(a) may be amended as
reasonably required so that the assumption of Company Options thereunder
complies with the requirements of Section 424(a) of the Code and the
regulations promulgated thereunder. After the Effective Time, Buyer will
deliver to each holder of a Company Option a document evidencing the foregoing
assumption by the Buyer. Buyer will take all corporate and other action
necessary to reserve and make available sufficient shares of Buyer Common Stock
for issuance upon the exercise of the Buyer Options, will prepare and file with
the SEC registration statements on the appropriate forms (or amendments to
existing registration statements) relating to the issuance of Buyer Common
Stock upon exercise of the Buyer Options and will use its reasonable efforts to
have registration statements declared effective as of, or a reasonable time
after, the Effective Time and shall maintain the effectiveness of such
registration statements until exercise or termination of all Buyer Options.

ARTICLE VIII

COVENANTS OF BUYER AND THE COMPANY

The parties hereto agree that:

SECTION 8.1. Reasonable Efforts. Subject to the terms and
conditions of this Agreement, each party will use its reasonable efforts to
take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate the transactions contemplated by this Agreement.

SECTION 8.2. Certain Filings. The Company and Buyer shall
cooperate with one another (a) in connection with the preparation of the
Company Disclosure Documents and the Offer

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<PAGE> 30
Documents, and (b) in determining whether any action by or in respect of, or
filing with, any governmental body, agency or official, or authority is
required, or any actions, consents, approvals or waivers are required to be
obtained from parties to any material contracts, in connection with the
consummation of the transactions contemplated by this Agreement and (c) in
seeking any such actions, consents, approvals or waivers or making any such
filings, furnishing information required in connection therewith or with the
Company Disclosure Documents or the Offer Documents and seeking timely to
obtain any such actions, consents, approvals or waivers.

SECTION 8.3. Public Announcements. Buyer, Merger
Subsidiary and the Company will consult with each other before issuing any
press release or making any public statement with respect to this Agreement and
the transactions contemplated hereby and, except as may be required by
applicable law or any listing agreement with any national securities exchange,
will not issue any such press release or make any such public statement prior
to such consultation.

SECTION 8.4. Further Assurances. At and after the
Effective Time, the officers and directors of the Surviving Corporation will be
authorized to execute and deliver, in the name and on behalf of the Company or
Merger Subsidiary, any deeds, bills of sale, assignments or assurances and to
take and do, in the name and on behalf of the Company or Merger Subsidiary, any
other actions and things to vest, perfect or confirm of record or otherwise in
the Surviving Corporation any and all right, title and interest in, to and
under any of the rights, properties or assets of the Company acquired or to be
acquired by the Surviving Corporation as a result of, or in connection with,
the Merger.

SECTION 8.5. Section 16 Stock Options. The Company and
Buyer agree to take all actions necessary, notwithstanding Section 2.5(a) and
Section 7.5 of this Agreement, so that the stock options previously granted to
Paul C. Ely for 75,000 Shares, to Robert H. Waterman, Jr. for 50,000 Shares,
to Gary B. Filler for 250,000 Shares and to Eric D. Carlson for 250,000 Shares
shall be amended by the Company's Board of Directors (and the 1991 Stock Plan
amended by the Company's Board of Directors as necessary) prior to the
Effective Date, to be cancelled in exchange for a cash payment equal to the
Merger Consideration per Share minus the exercise price relating to such
options. The Buyer shall make such payment on the later of (i) the date six
months and one day following the amendment of the option agreements, or (ii)
January 5, 1995.

ARTICLE IX

CONDITIONS TO THE MERGER

SECTION 9.1. Conditions to the Obligations of Each Party.
The obligations of the Company, Buyer and Merger Subsidiary to consummate the
Merger are subject to the satisfaction of the following conditions:

(i) if required by Delaware Law, this Agreement shall
have been adopted by the stockholders of the Company in
accordance with such Law;

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<PAGE> 31
(ii) any applicable waiting period (and any extension
thereof) under the HSR Act relating to the Merger shall have
expired;

(iii) no provision of any applicable law or regulation
and no judgment, injunction, order or decree shall prohibit
the consummation of the Merger;

(iv) Buyer shall have purchased Shares in an amount
equal to at least the Minimum Condition pursuant to the Offer;
and

(v) all actions by or in respect of or filings with
any governmental body, agency, official, or authority required
to permit the consummation of the Merger including those set
forth in Sections 4.3 and 5.3 shall have been obtained.

SECTION 9.2. Conditions to the Obligations of
Buyer and Merger Subsidiary. The obligations of Buyer and Merger Subsidiary to
consummate the Merger are subject to the satisfaction of the further conditions
that no court, arbitrator or governmental body, agency or official shall have
issued any order, and there shall not be any statute, rule or regulation,
restraining or prohibiting the consummation of the Merger or the effective
operation of the business of the Company and the Subsidiaries after the
Effective Time, and no proceeding challenging this Agreement or the
transactions contemplated hereby or seeking to prohibit, alter, prevent or
materially delay the Merger shall have been instituted by any Person before any
court, arbitrator or governmental body, agency or official and be pending.

ARTICLE X

TERMINATION

SECTION 10.1. Termination. This Agreement may be
terminated and the Merger may be abandoned at any time prior to the Effective
Time (notwithstanding any approval of this Agreement by the stockholders of the
Company):

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

(b) by either Buyer or the Company,

(i) if the Offer shall expire without any Shares
having been purchased promptly thereafter pursuant to the
Offer; provided, however, that a party shall not be entitled
to terminate this Agreement pursuant to this Section
10.1(b)(i) if it is in material breach of its representations
and warranties, covenants or other obligations under this
Agreement; or

(ii) prior to the purchase of Shares pursuant to the
Offer, if there has been a willful breach by the other party
of any representation, warranty, covenant or agreement set
forth in the Agreement; or

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<PAGE> 32

(iii) if the Merger has not been consummated by
December 31, 1994; or

(iv) if there shall be any law or regulation that
makes consummation of the Merger illegal or otherwise
prohibited or if any judgment, injunction, order or decree
enjoining Buyer or the Company from consummating the Merger is
entered and such judgment, injunction, order or decree shall
become final and nonappealable;

(d) by Buyer, upon the occurrence of any Trigger Event
described in clauses (i) through (vi) of Section 11.4(b); or

(e) by the Company, upon the occurrence of the Trigger Event
described in clause (vi) of Section 11.4(b).

SECTION 10.2. Effect of Termination. If this
Agreement is terminated pursuant to Section 10.1, this Agreement shall become
void and of no effect with no liability on the part of any party hereto, except
that the agreements contained in Sections 7.1 and 11.4, and any claim for
breach of this Agreement prior to such termination, shall survive the
termination hereof.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1. Notices. All notices, requests and
other communications to any party hereunder shall be in writing (including
telecopy or similar writing) and shall be given,

if to Buyer or Merger Subsidiary, to:

Computer Associates International, Inc.
1 Computer Associates Plaza
Islandia, NY 11788
Attn: President
Telecopy: (516) 342-4866

with a copy to:

John P. Gourary
Howard, Darby & Levin
1330 Avenue of the Americas
New York, NY 10019
Telecopy: (212) 841-1010

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<PAGE> 33
if to the Company, to:

The ASK Group, Inc.
2880 Scott Boulevard
Santa Clara, CA 95052-8013
Attn: Legal Department
Telecopy: (408) 562-8810

with a copy to:

Larry W. Sonsini
Wilson, Sonsini, Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA 94304
Telecopy: (415) 496-4084

or such other address or telecopy number as such party may hereafter specify
for the purpose by notice to the other parties hereto. Each such notice,
request or other communication shall be effective when delivered at the address
specified in this Section.

SECTION 11.2. Survival of Representations and Warranties.
The representations and warranties and agreements contained herein and in any
certificate or other writing delivered pursuant hereto shall not survive the
Effective Time or the termination of this Agreement except for the
representations, warranties and agreements set forth in Sections 7.1 and 11.4.

SECTION 11.3. Amendments; No Waivers. (a) Any provision of
this Agreement may be amended or waived prior to the Effective Time if, and
only if, such amendment or waiver is in writing and signed, in the case of an
amendment, by the Company, Buyer and Merger Subsidiary or in the case of a
waiver, by the party against whom the waiver is to be effective; provided that
after the adoption of this Agreement by the stockholders of the Company, no
such amendment or waiver shall, without the further approval of such
stockholders, alter or change (i) the amount or kind of consideration to be
received in exchange for any shares of capital stock of the Company, (ii) any
term of the certificate of incorporation of the Surviving Corporation or (iii)
any of the terms or conditions of this Agreement if such alteration or change
would adversely affect the holders of any shares of capital stock of the
Company.

(b) No failure or delay by any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.

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<PAGE> 34
SECTION 11.4. Fees and Expenses.

(a) Except as otherwise provided in this Section, all
costs and expenses incurred in connection with this Agreement shall be paid by
the party incurring such cost or expense. No professional fees and expenses
payable by the Company in connection with the transactions contemplated hereby
(other than the finder fees described in Section 4.16) shall be based on terms
other than regular hourly rates and actual out-of-pocket expenses.

(b) The Company agrees to pay the Buyer a fee in
immediately available funds equal to $12,500,000 promptly, but in no event
later than two business days, after the termination of this Agreement as a
result of the occurrence of any of the events set forth below (a "Trigger
Event"):

(i) the Company shall have entered into, or shall have
publicly announced its intention to enter into, an agreement or an
agreement in principle with respect to any Acquisition Proposal;

(ii) any person or group (as defined in Section 13(d)(3)
of the 1934 Act) (other than Buyer or any of its affiliates) shall
have become the beneficial owner (as defined in Rule 13d-3 promulgated
under the 1934 Act) of at least 25% of the outstanding Shares or shall
have acquired, directly or indirectly, at least 25% of the assets of
the Company;

(iii) any person or group shall have commenced, or shall
have publicly announced an intention to commence, a tender or exchange
offer for at least majority of the outstanding Shares for a
consideration per Share greater than the consideration per Share
offered under the Offer;

(iv) any representation or warranty made by the Company
in, or pursuant to, this Agreement shall not have been true and
correct in all material respects when made and any such failures to be
true and correct could reasonably be expected to have, individually or
in the aggregate, a material adverse effect on the condition
(financial or otherwise), business, assets, results of operations or
prospects of the Company and the Subsidiaries taken as a whole (except
that reductions or delays in orders of products of the Company or the
Subsidiaries due solely to any rumors, speculation or announcement of
a potential merger involving the Company or the execution of this
Agreement and the Merger shall be excluded for consideration for
purposes of the effect of an action or inaction on the Company and its
Subsidiaries taken as a whole (a "Modified Material Adverse Effect"),
or the Company shall have failed to observe or perform in any material
respect any of its obligations under this Agreement;

(v) the Board of Directors of the Company shall have
withdrawn or materially modified in a manner adverse to Buyer or
Merger Subsidiary its approval or recommendation of the Offer, the
Merger or this Agreement or its approval of the entry by Buyer into
the Stockholder Option Agreement, in any such case whether or not such
withdrawal or modification is required by the fiduciary duties of the
Board of Directors; or

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<PAGE> 35
(vi) prior to the purchase of any Shares under the Offer,
the Company shall have received any Acquisition Proposal which the
Board of Directors has determined is more favorable to the Company's
shareholders than the transactions contemplated by this Agreement,
whether or not such determination is required by the fiduciary duties
of the Board of Directors.

(c) The Company shall assume and pay, or reimburse Buyer
for, all reasonable fees payable and expenses incurred by Buyer (including the
fees and expenses of its counsel and the fees and expenses of institutions that
are considering making or have made a commitment to provide financing for the
transactions contemplated hereby) in connection with this Agreement and the
transactions contemplated hereby, in an aggregate amount not to exceed
$2,500,000, whether or not the Offer or the Merger is consummated.

SECTION 11.5. Successors and Assigns. The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns, provided that no party may
assign, delegate or otherwise transfer any of its rights or obligations under
this Agreement without the consent of the other parties hereto except that
Merger Subsidiary may transfer or assign, in whole or from time to time in
part, to one or more of its affiliates, the right to purchase shares pursuant
to the Offer, but any such transfer or assignment will not relieve Merger
Subsidiary of its obligations under the Offer or prejudice the rights of
tendering stockholders to receive payment for Shares validly tendered and
accepted for payment pursuant to the Offer.

SECTION 11.6. Governing Law. This Agreement shall be
construed in accordance with and governed by the law of the State of New York.

SECTION 11.7. Counterparts; Effectiveness. This Agreement
may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were
upon the same instrument. This Agreement shall become effective when each
party hereto shall have received counterparts hereof signed by all of the other
parties hereto.

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<PAGE> 36
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

THE ASK GROUP, INC.

By /s/ Paul C. Ely, Jr.
-----------------------------
Name: Paul C. Ely, Jr.
Title: Chairman of the Board

By /s/ Robert H. Waterman, Jr.
-----------------------------
Name: Robert H. Waterman, Jr.
Title: Vice Chairman of the Board

By /s/ Eric D. Carlson
-----------------------------
Name: Eric D. Carlson
Title: Chief Executive Officer and
President

COMPUTER ASSOCIATES INTERNATIONAL, INC.

By /s/ Belden A. Frease
-----------------------------
Name: Belden A. Frease
Title: Senior Vice President and
Secretary

SPEEDBIRD MERGE, INC.

By /s/ Belden A. Frease
-----------------------------
Name: Belden A. Frease
Title: Vice President and Secretary

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<PAGE> 37
ANNEX 1

Conditions

Notwithstanding any other provision of the Offer, Merger
Subsidiary shall not be required to accept for payment or pay for any Shares,
and may terminate the Offer, if (i) by the expiration of the Offer, the Minimum
Condition shall not have been satisfied, (ii) by the expiration of the Offer,
the applicable waiting period (and any extension thereof) under the HSR Act
shall not have expired or been terminated or (iii) at any time on or after May
18, 1994 and prior to the acceptance for payment of Shares pursuant to the
Offer, any of the following conditions exist:

(a) there shall be instituted or pending any action or
proceeding by any government or governmental authority or agency,
domestic or foreign, or by any other person, domestic or foreign,
before any court or governmental authority or agency, domestic or
foreign, (i) challenging or seeking to make illegal, to delay
materially or otherwise directly or indirectly to restrain or prohibit
the acquisition by Merger Subsidiary or any of its affiliates of
Shares pursuant to the Company Stock Option Agreement or the
Stockholder Option Agreement, the making of the Offer, the acceptance
for payment of or payment for some of or all the Shares by Buyer or
Merger Subsidiary or the consummation by Buyer or Merger Subsidiary of
the Merger, seeking to obtain material damages or otherwise directly
or indirectly relating to the transactions contemplated by the
Stockholder Option Agreement, this Agreement, the Offer or the Merger,
(ii) seeking to restrain or prohibit Buyer's or Merger Subsidiary's
ownership or operation (or that of their respective subsidiaries or
affiliates) of all or any material portion of the business or assets
of the Company and its subsidiaries, taken as a whole, or of Buyer and
its subsidiaries, taken as a whole, or to compel Buyer or any of its
subsidiaries or affiliates to dispose of or hold separate all or any
material portion of the business or assets of the Company and its
subsidiaries, taken as a whole, or of Buyer and its subsidiaries,
taken as a whole, (iii) seeking to impose or confirm material
limitations on the ability of Buyer or any of its subsidiaries or
affiliates effectively to exercise full rights of ownership of the
Shares, including, without limitation, the right to vote any Shares
acquired or owned by Buyer or any of its subsidiaries or affiliates on
all matters properly presented to the Company's stockholders, (iv)
seeking to require divestiture by Buyer or any of its subsidiaries or
affiliates of any Shares, or (v) that otherwise, in the judgment of
Buyer, is likely to materially adversely affect the Company and its
subsidiaries, taken as a whole, or Buyer and its subsidiaries, taken
as a whole; or

(b) there shall be any action taken, or any statute, rule,
regulation, injunction, order or decree proposed, enacted, enforced,
promulgated, issued or deemed applicable to the Stockholder Option
Agreement, this Agreement, the Offer or the Merger, by any court,
government or governmental authority or agency,
<PAGE> 38
domestic or foreign other than the application of the waiting period
provisions of the HSR Act to the Stockholder Option Agreement, this
Agreement, the Offer or the Merger, that, in the judgment of Buyer, is
substantially likely, directly or indirectly, to result in any of the
consequences referred to in clauses (i) through (v) of paragraph (a)
above; or

(c) any change shall have occurred or been threatened (or any
development shall have occurred or been threatened involving a
prospective change) in the business, assets, liabilities, financial
condition, capitalization, operations, results of operations or
prospects of the Company or any of its subsidiaries that, in the
reasonable judgment of Buyer, is or is likely to be materially adverse
to the Company and its subsidiaries, taken as a whole; or

(d) a tender or exchange offer for some or all of the Shares
shall have been publicly proposed to be made or shall have been made
by another person, or it shall have been publicly disclosed or Buyer
shall have otherwise learned that (i) any person or "group" (as
defined in Section 13(d)(3) of the Exchange Act) shall have acquired
or proposed to acquire beneficial ownership of more than 25% of any
class or series of capital stock of the Company (including the
Shares), through the acquisition of stock, the formation of a group or
otherwise, or shall have been granted any option, right or warrant,
conditional or otherwise, to acquire beneficial ownership of more than
25% of any class or series of capital stock of the Company (including
the Shares) other than acquisitions for bona fide arbitrage purposes
only and other than as disclosed in a Schedule 13D or 13G on file with
the Commission on May 18, 1994, (ii) any such person or group which,
prior to May 18, 1994, had filed such a Schedule with the Commission
shall have acquired or proposed to acquire beneficial ownership of
additional shares of any class or series of capital stock of the
Company (including the Shares), through the acquisition of stock, the
formation of a group or otherwise, which, together with such ownership
as is reflected on such Schedule, shall constitute 25% or more of any
such class or series, or shall have been granted any option, right or
warrant, conditional or otherwise, to acquire beneficial ownership of
additional shares of any class or series of capital stock of the
Company (including the Shares) which, together with such ownership as
is reflected on such Schedule, shall constitute 25% or more of any
such class or series or (iii) any person shall have filed a
Notification and Report Form under the HSR Act or made a public
announcement reflecting an intent to acquire the Company or any
material portion of assets of the Company or securities of the Company
which, together with such ownership as is reflected on any such
Schedule, shall constitute 25% or more of any such class of
securities; or

(e) the Company shall have breached or failed to perform in
any material respect any of its material covenants or agreements under
this Agreement, or any of the material representations and warranties
of the Company set forth in this Agreement shall not be true in any
material respect when made or at any time prior to consummation of the
Offer as if made at and as of such time; or

-2-
<PAGE> 39
(f) any party to the Stockholder Option Agreement other than
Merger Subsidiary or Buyer shall have breached or failed to perform in
any material respect any of its agreements under the Stockholder
Option Agreement or any of the representations and warranties of any
such party set forth in the Stockholder Option Agreement shall not be
true in any material respect, in each case, when made or at any time
prior to the consummation of the Offer as if made at and as of such
time, or the Stockholder Option Agreement shall have been invalidated
or terminated with respect to any Shares subject thereto; or

(g) this Agreement or the Stockholder Option Agreement
shall have been terminated in accordance with its terms; or

(h) the Board of Directors of the Company shall have
withdrawn or materially modified in a manner adverse to Buyer or the
Merger Subsidiary its approval or recommendation of the Offer, the
Merger or this Agreement or its approval of the entry by Buyer into
the Stockholder Option Agreement; or

(i) the Company shall have entered into, or shall have
publicly announced its intention to enter into, an agreement or
agreement in principle with respect to any Acquisition Proposal;

which, in the sole judgment of Buyer in any such case, and regardless of the
circumstances (including any action or omission by Buyer) giving rise to any
such condition, makes it inadvisable to proceed with such acceptance for
payment or payment.

-3-

<PAGE> 1

EXHIBIT 99(c)(2)

STOCKHOLDER OPTION AGREEMENT

AGREEMENT, dated as of May 18, 1994 among Speedbird Merge,
Inc., a Delaware corporation ("Buyer"), and the holders (the "Stockholders") of
the shares of common stock, $0.01 par value (the "Shares") of The ASK Group,
Inc., a Delaware corporation (the "Company"), listed on the signature pages
hereof.

In order to induce Buyer and certain of its affiliates to
enter into an agreement and plan of merger (the "Merger Agreement") with the
Company, Buyer has requested the Stockholders, and the Stockholders have
agreed, to enter into this Agreement.

The parties hereto agree as follows:

ARTICLE I

STOCK OPTION

SECTION 1.1. Grant of Stock Option. Each of the Stockholders
hereby grants to Buyer an irrevocable option (the "Option") to purchase all
Shares (including the associated Rights, as defined in Section 4.5 of the
Merger Agreement) presently owned by them as set forth on the signature pages
hereto and any additional Shares (including such associated Rights) acquired by
such Stockholder (whether by purchase or otherwise) after the date of this
Agreement (such "Stockholder's Shares" and, collectively, the "Stockholder
Shares") at a purchase price of $13.25 per Stockholder Share (including such
associated Rights) (as adjusted pursuant to Section 1.5, the "Purchase Price").

SECTION 1.2. Exercise of Option. (a) Subject to the
conditions set forth in Section 1.4 hereof, the Option may be exercised by
Buyer, in whole or in part, at any time or from time to time after the date
hereof and prior to the 30th business day after the termination of the Merger
Agreement in accordance with the terms thereof. In the event Buyer wishes to
exercise the Option for all or some of the Stockholder Shares other than
pursuant to the Offer (as defined in the Merger Agreement), Buyer shall send a
written notice (the "Exercise Notice") to the Stockholders specifying the total
number of Stockholder Shares it wishes to purchase pursuant to such exercise
(and the corresponding number of each such Stockholder's Shares) and the place,
the date (not less than one nor more than 20 business days from the date of the
Exercise Notice), and the time for the closing of such purchase, provided that
such date and time may be earlier than one day after the Exercise Notice if
reasonably practicable. Each closing of a purchase of Stockholder Shares
pursuant to this Section 1.2(a) (a "Closing") shall take place at the place, on
the date and at the time designated by Buyer in its Exercise Notice, provided
that if, at the date of the Closing herein provided for, the conditions set
forth in Section 1.4 shall not have been satisfied (or waived), Buyer may
postpone the Closing until a date within five business days after such
conditions are satisfied.

(b) Upon receipt of instructions from the Buyer, each
Stockholder shall deliver to the depositary (the "Depositary") designated in
the Offer (i) a letter of transmittal with respect to such

<PAGE> 2
Stockholder's Shares complying with the terms of the Offer together with
instructions directing the Depositary to make payment for such Shares
directly to the Stockholder (but if such Shares are not accepted for payment
and are to be returned pursuant to the Offer, to return such Shares to such
Stockholder whereupon they shall continue to be held by such Stockholder
subject to the terms and conditions of this Agreement), (ii) the Certificates
and (iii) all other documents or instruments required to be delivered pursuant
to the terms of the Offer (such documents in clauses (i) through (iii)
collectively being hereinafter referred to as the "Tender Documents").

(c) Each Stockholder will deliver (x) the Certificates to the
Buyer (in accordance with Buyer's instructions) upon receipt of the notice
provided for paragraph (a) above or (y) the Tender Documents to the Depositary
upon receipt of the instructions provided for in paragraph (b) above and will
not (without prior written notice to the Buyer) withdraw the tender effected
thereby, in each case in accordance with this Section 1.2. Any withdrawn
Shares shall continue to be held by such Stockholder subject to the terms and
conditions of this Agreement.

(d) Except to the extent otherwise provided in Section 1.2(e)
below, Buyer shall not be under any obligation to deliver any Exercise Notice
and may allow the Option to terminate without purchasing any Stockholder Shares
hereunder; provided however that once Buyer has delivered to the Stockholders
an Exercise Notice, subject to the terms and conditions of this Agreement,
Buyer shall be bound to effect the purchase as described in such Exercise
Notice.

(e) Buyer agrees that, if Buyer shall have accepted Shares for
payment and purchased Shares pursuant to the Offer, Buyer shall, within ten
business days of such purchase, exercise the Option in its entirety (or any
remaining portion of the Option). This paragraph (e) shall inure to the
benefit of the Company.

SECTION 1.3. Closing. At the Closing, (a) each Stockholder
shall deliver to Buyer (in accordance with Buyer's instructions) a certificate
or certificates (the "Certificates") representing such Stockholder's Shares,
duly endorsed or accompanied by stock powers duly executed in blank and (b)
Buyer shall deliver to such Stockholder a certified or bank cashier's check or
checks payable to or upon the order of such Stockholder in an amount equal to
(i) the number of such Stockholder's Shares being purchased at such Closing
multiplied by (ii) the Purchase Price (the "Purchase Amount").

SECTION 1.4. Conditions. The obligation of each Stockholder
to sell Stockholder Shares at any Closing is subject to the following
conditions:

(i) The representations and warranties of Buyer
contained in Article IV shall be true and correct in all material
respects on the date thereof as if made on such date.

(ii) All waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the rules and
regulations promulgated thereunder (the "HSR Act") applicable to such
exercise of the Option shall have expired or been terminated.

(iii) There shall be no preliminary or permanent
injunction or other order, decree or ruling issued by a court of
competent jurisdiction or by a governmental, regulatory or

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<PAGE> 3
administrative agency or commission, nor any statute, rule, regulation
or order promulgated or enacted by any governmental authority,
prohibiting or otherwise restraining such exercise of the Option.

(iv) The Buyer shall have commenced the Offer, the Buyer
shall not have materially breached any of its material covenants and
agreements in the Merger Agreement, and the Merger Agreement shall not
have been terminated.

(v) (A) A tender or exchange offer for any Shares shall
have been made or publicly proposed to be made by another person, (B)
it shall have been publicly disclosed (or Buyer shall have learned)
that any person, entity or group (as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended) shall
have acquired or proposed to acquire more than 25% of the Shares, or
shall have granted any option or right, conditional or otherwise, to
acquire more than 25% of the Shares, other than acquisitions for bona
fide arbitrage purposes, or a group shall have been formed the members
of which hold in the aggregate more than 25% of the Shares, (C) any
person other than Buyer or an affiliate of Buyer has entered into an
agreement or an agreement in principle providing for a merger,
consolidation or other business combination with, or a purchase of all
or substantially all the assets of, the Company or of any subsidiary
or division of the Company the business of which could constitute a
"significant subsidiary" as that term is used in Rule 1.02 of
Regulation S-X of the Securities and Exchange Commission, (D) the
Board of Directors of the Company has failed to make, or has revoked
or modified, its unqualified recommendation in favor of the Offer and
the Merger or its approval of the entry by Buyer into this Agreement,
or (E) the Company has committed a material breach of any provision of
the Merger Agreement.

SECTION 1.5. Adjustment Upon Changes in Capitalization or
Merger. (a) In the event of any change in the Company's capital stock by
reason of stock dividends, stock splits, mergers, consolidations,
recapitalizations, combinations, conversions, exchanges of shares,
extraordinary or liquidating dividends, or other changes in the corporate or
capital structure of the Company which would have the effect of diluting or
changing the Buyer's rights hereunder, the number and kind of shares or
securities subject to the Option and the purchase price per Stockholder Share
(but not the total purchase price) shall be appropriately and equitably
adjusted so that the Buyer shall receive upon exercise of the Option the number
and class of shares or other securities or property that the Buyer would have
received in respect of the Stockholder Shares purchasable upon exercise of the
Option if the Option had been exercised immediately prior to such event. Each
Stockholder shall take such steps in connection with such consolidation,
merger, liquidation or other such action as may be necessary to assure that the
provisions hereof shall thereafter apply as nearly as possible to any
securities or property thereafter deliverable upon exercise of the Option.

(b) In the event the consideration per Share to be paid by
Buyer pursuant to the Offer is increased, the Purchase Price shall be similarly
increased and in the event the Closing hereunder shall have occurred, Buyer
shall promptly pay to each Stockholder the product of the amount of such
increase in the Purchase Price multiplied by the number of such Stockholder's
Shares as to which the Option has been exercised.

-3-
<PAGE> 4
ARTICLE II

GRANT OF PROXY

Each Stockholder hereby revokes any and all previous proxies
granted with respect to such Stockholder's Shares. By entering into this
Agreement, each Stockholder hereby grants a proxy appointing Buyer as such
Stockholder's attorney-in-fact and proxy, with full power of substitution, for
and in such Stockholder's name, to vote, express consent or dissent, or
otherwise to utilize such voting power in such manner and upon such matters as
Buyer or its proxy or substitute shall, in Buyer's sole discretion, deem proper
with respect to such Stockholder's Shares. The proxy granted by each
Stockholder pursuant to this Article II is irrevocable and is granted in
consideration of Buyer's entering into this Agreement and the Merger Agreement;
provided, however, that such proxy shall be revoked upon termination of this
Agreement in accordance with its terms.

ARTICLE III

REPRESENTATIONS AND WARRANTIES
OF THE STOCKHOLDERS

Each of the Stockholders severally represents and warrants to
the Buyer that:

SECTION 3.1. Valid Title. Such Stockholder is the sole, true,
lawful and beneficial owner of such Stockholder's Shares with no restrictions
on such Stockholder's voting rights or rights of disposition pertaining
thereto. At any Closing, such Stockholder will convey good and valid title to
such Stockholder's Shares being purchased free and clear of any and all claims,
liens, charges, encumbrances and security interests. None of such
Stockholder's Shares is subject to any voting trust or other agreement or
arrangement with respect to the voting of such Shares.

SECTION 3.2. Non-Contravention. The execution, delivery and
performance by such Stockholder of this Agreement and the consummation of the
transactions contemplated hereby (i) are within such Stockholder's powers, have
been duly authorized by all necessary action (including any consultation,
approval or other action by or with any other person), (ii) require no action
by or in respect of, or filing with, any governmental body, agency, official or
authority (except as required under the HSR Act), and (iii) do not and will not
contravene or constitute a default under, or give rise to a right of
termination, cancellation or acceleration of any right or obligation of such
Stockholder or to a loss of any benefit of such Stockholder under, any
provision of applicable law or regulation or of any agreement, judgment,
injunction, order, decree, or other instrument binding on such Stockholder or
result in the imposition of any lien on any asset of such Stockholder.

SECTION 3.3. Binding Effect. This Agreement has been duly
executed and delivered by such Stockholder and is the valid and binding
agreement of such Stockholder, enforceable against such Stockholder in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, moratorium or other similar laws relating to creditors' rights
generally. If this

-4-
<PAGE> 5
Agreement is being executed in a representative or fiduciary capacity, the
person signing this Agreement has full power and authority to enter into and
perform such Agreement.

SECTION 3.4. Total Shares. Except as disclosed under Section
4.5 of the Company Disclosure Letter that accompanies the Merger Agreement, the
number of Shares set forth on the signature pages hereto are the only Shares
beneficially owned by such Stockholder and, except as set forth on such
signature pages, the beneficial owner or owners of such Stockholder's Shares
own no options to purchase or rights to subscribe for or otherwise acquire any
securities of the Company and has or have no other interest in or voting rights
with respect to any securities of the Company.

SECTION 3.5. Finder's Fees. No investment banker, broker or
finder is entitled to a commission or fee from Buyer or the Company in respect
of this Agreement based upon any arrangement or agreement made by or on behalf
of such Stockholder.

ARTICLE IV

REPRESENTATIONS AND
WARRANTIES OF BUYER

The Buyer represents and warrants to each of the Stockholders:

SECTION 4.1. Corporate Power and Authority. Buyer has all
requisite corporate power and authority to enter into this Agreement and to
perform its obligations hereunder. The execution, delivery and performance by
Buyer of this Agreement and the consummation by Buyer of the transactions
contemplated hereby have been duly authorized by the board of directors of
Buyer and no other corporate action on the part of Buyer is necessary to
authorize the execution, delivery or performance by Buyer of this Agreement and
the consummation by Buyer of the transactions contemplated hereby. This
Agreement has been duly executed and delivered by Buyer and is a valid and
binding agreement of Buyer, enforceable against it in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium or other similar laws relating to creditors' rights generally.

SECTION 4.2. Acquisition for Buyer's Account. Any Stockholder
Shares to be acquired upon exercise of the Option will be acquired by Buyer for
its own account and not with a view to the public distribution thereof and will
not be transferred except in compliance with the Securities Act of 1933.

-5-
<PAGE> 6
ARTICLE V

COVENANTS OF THE STOCKHOLDERS

Each of the Stockholders hereby covenants and agrees that:

SECTION 5.1. No Proxies for or Encumbrances on Stockholder
Shares. Except pursuant to the terms of this Agreement, such Stockholder shall
not, without the prior written consent of Buyer, directly or indirectly, (i)
grant any proxies or enter into any voting trust or other agreement or
arrangement with respect to the voting of any Shares or (ii) acquire, sell,
assign, transfer, encumber or otherwise dispose of, or enter into any contract,
option or other arrangement or understanding with respect to the direct or
indirect acquisition or sale, assignment, transfer, encumbrance or other
disposition of, any Shares during the term of this Agreement. Such Stockholder
shall not seek or solicit any such acquisition or sale, assignment, transfer,
encumbrance or other disposition or any such contract, option or other
arrangement or assignment or understanding and agrees to notify Buyer promptly
and to provide all details requested by Buyer if such Stockholder shall be
approached or solicited, directly or indirectly, by any person with respect to
any of the foregoing.

SECTION 5.2. No Shopping. Such Stockholder shall not directly
or indirectly (i) solicit, initiate or encourage (or authorize any person to
solicit, initiate or encourage) any inquiry, proposal or offer from any person
to acquire the business, property or capital stock of the Company or any direct
or indirect subsidiary thereof, or any acquisition of a substantial equity
interest in, or a substantial amount of the assets of, the Company or any
direct or indirect subsidiary thereof, whether by merger, purchase of assets,
tender offer or other transaction or (ii) subject to the fiduciary duty of such
Stockholder as a director of the Company under applicable law (if such
Stockholder is such a director), participate in any discussion or negotiations
regarding, or furnish to any other person any information with respect to, or
otherwise cooperate in any way with, or participate in, facilitate or encourage
any effort or attempt by any other person to do or seek any of the foregoing.
Such Stockholder shall promptly advise Buyer of the terms of any communications
it may receive relating to any of the foregoing.

SECTION 5.3. Conduct of Stockholders. Such Stockholder will
not (i) take, agree or commit to take any action that would make any
representation and warranty of such Stockholder hereunder inaccurate in any
respect as of any time prior to the termination of this Agreement or (ii) omit,
or agree or commit to omit, to take any action necessary to prevent any such
representation or warranty from being inaccurate in any respect at any such
time.

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<PAGE> 7
ARTICLE VI

MISCELLANEOUS

SECTION 6.1. Expenses. All costs and expenses incurred in
connection with this Agreement shall be paid by the party incurring such cost
or expense.

SECTION 6.2. Further Assurances. In the event the Buyer
exercises the Option, the Buyer and the Stockholders will each execute and
deliver or cause to be executed and delivered all further documents and
instruments and use its best efforts to secure such consents and take all such
further action as may be reasonably necessary in order to consummate the
transactions contemplated hereby or to enable the Buyer and any assignee to
exercise and enjoy all benefits and rights of the Stockholders with respect to
the Option and the Stockholder Shares.

SECTION 6.3. Additional Agreements. Subject to the terms and
conditions of this Agreement, each of the parties hereto agrees to use all
reasonable efforts to take, or cause to be taken, all action and to do, or
cause to be done, all things necessary, proper or advisable under applicable
laws and regulations and which may be required under any agreements, contracts,
commitments, instruments, understandings, arrangements or restrictions of any
kind to which such party is a party or by which such party is governed or
bound, to consummate and make effective the transactions contemplated by this
Agreement.

SECTION 6.4. Specific Performance. The parties hereto agree
that the Buyer may be irreparably damaged if for any reason any Stockholder
failed to sell such Stockholder's Shares (or other securities deliverable
pursuant to Section 1.5) upon exercise of the Option or to perform any of its
other obligations under this Agreement, and that the Buyer would not have an
adequate remedy at law for money damages in such event. Accordingly, the Buyer
shall be entitled to specific performance and injunctive and other equitable
relief to enforce the performance of this Agreement by each Stockholder. This
provision is without prejudice to any other rights that the Buyer may have
against any Stockholder for any failure to perform its obligations under this
Agreement.

SECTION 6.5. Notices. All notices, requests, claims, demands
and other communications hereunder shall be deemed to have been duly given when
delivered in person, by telecopy, or by registered or certified mail (postage
prepaid, return receipt requested) to such party at its address set forth on
the signature page hereto.

SECTION 6.6. Survival of Representations and Warranties. All
representations and warranties contained in this Agreement shall survive
delivery of and payment for the Stockholder Shares.

SECTION 6.7. Amendments; Termination. This Agreement may not
be modified, amended, altered or supplemented, except upon the execution and
delivery of a written agreement executed by the parties hereto. This Agreement
may be terminated by any of the parties hereto upon written notice to the other
parties hereto on or after the 30th business day after the termination of the
Merger Agreement in accordance with its terms.

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<PAGE> 8
SECTION 6.8. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, provided that Buyer may assign its
rights and obligations to any affiliate of Buyer and provided, further, that no
Stockholder may assign, delegate or otherwise transfer any of its rights or
obligations under this Agreement without the consent of the Buyer.

SECTION 6.9. Governing Law. This Agreement shall be construed
in accordance with and governed by the law of New York without giving effect to
the principles of conflicts of laws thereof.

SECTION 6.10. Counterparts; Effectiveness. This Agreement may
be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall
have received counterparts hereof signed by all of the other parties hereto.

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<PAGE> 9
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.

<TABLE>
<S> <C> <C>
SPEEDBIRD MERGE, INC.

By /s/ Belden A. Frease
---------------------------

One Computer Associates Plaza
Islandia, NY 11788-7000

ELECTRONIC DATA SYSTEMS CORPORATION
Class of Shares
Stock Owned By /s/ Robert N. Sharpe
------- ------ ---------------------------
Vice President

common 4,008,535 7117 Forest Lane
Dallas, TX 75230

HEWLETT-PACKARD COMPANY
Class of Shares
Stock Owned By /s/ D. Craig Nordlund
------- ------ ---------------------------
Associate General Counsel
and Secretary

common 2,004,268 3000 Hanover Street
Palo Alto, CA 94304

THOMAS I. UNTERBERG
Class of Shares
Stock Owned /s/ Thomas I. Unterberg
------- ------ ------------------------------

common 0 c/o The ASK Group, Inc.
2880 Scott Boulevard
Santa Clara, CA 95052
</TABLE>

-9-
<PAGE> 10

<TABLE>

<S> <C> <C>
ROBERT H. WATERMAN, JR.
Class of Shares
Stock Owned /s/ Robert H. Waterman, Jr.
------- ------ -----------------------------

common 6,000 c/o The ASK Group, Inc.
2880 Scott Boulevard
Santa Clara, CA 95052

PAUL C. ELY, JR.
Class of Shares
Stock Owned /s/ Paul C. Ely, Jr.
------- ------ -----------------------------

common 5,000 c/o The ASK Group, Inc.
2880 Scott Boulevard
Santa Clara, CA 95052

ERIC CARLSON
Class of Shares
Stock Owned /s/ Eric Carlson
------- ------ -----------------------------

common 10,000 c/o The ASK Group, Inc.
2880 Scott Boulevard
Santa Clara, CA 95052
</TABLE>

-10-

<PAGE> 1

EXHIBIT 99(c)(3)

March 2, 1994

Computer Associates International, Inc.
One Computer Associates Plaza
Islandia, New York 11788-7000

Attention: Mr. Sanjay Kumar

Gentlemen:

In connection with you consideration of a possible business
combination transaction (a "Transaction") with The ASK Group, Inc. (the
"Company"), the Company and you expect to make available to one another certain
nonpublic information concerning their respective business, financial
condition, operations, assets and liabilities. As a condition to such
information being furnished to each party and its directors, officers,
employees, agents or advisors (including, without limitation, attorneys,
accountants, consultants, bankers and financial advisors) (collectively,
"Representatives"), each party agrees to treat any nonpublic information
concerning the other party (whether prepared by the disclosing party, its
advisors or otherwise and irrespective of the form of communication) which is
furnished hereunder to a party or to its Representatives now or in the future
by or on behalf of the disclosing party (herein collectively referred to as the
"Evaluation Material") in accordance with the provisions of this letter
agreement, and to take or abstain from taking certain other actions hereinafter
set forth.

(1) Evaluation Material. The term "Evaluation Material" also
shall be deemed to include all notes, analyses, compilations, studies,
interpretations or other documents prepared by each party or its
Representatives which contain, reflect or are based upon, in whole or in part,
the Evaluation Material furnished to such party or its Representatives pursuant
hereto. The term "Evaluation Material" does not include information which (i)
is or becomes generally available to the public other than as a result of a
breach of this Agreement by the receiving party or its Representatives, (ii)
was within the receiving party's possession prior to its being furnished to the
receiving party by or on behalf of the disclosing party, provided that the
source of such information was not known by the receiving party to be bound by
a confidentiality

<PAGE> 2
agreement with or other contractual, legal or fiduciary obligation of
confidentiality to the disclosing party, (iii) is or becomes available to
the receiving party on a non-confidential basis from a source other than
the disclosing party or any of its Representatives, provided that such source
was not known by the receiving party to be bound by a confidentiality agreement
with or other contractual, legal or fiduciary obligation of confidentiality to
the disclosing party with respect to such information, (iv) is disclosed by the
disclosing party to a third party without imposing an express written duty of
confidentiality with respect to such information, (v) is independently
developed by the recipient without use of Evaluation material, (vi) is
disclosed under operation of law, or (vii) is disclosed by the recipient or
its Representatives with the discloser's prior written approval.

(2) Purpose of Disclosure of Evaluation Material. It is
understood and agreed to by each party that any exchange of information under
this agreement shall be solely for the purpose of evaluating a Transaction
between the parties and not to affect, in any way, each party's relative
competitive position to each party or to other entities. It is further agreed,
that the information to be disclosed to each other shall only be that
information which is reasonably necessary for such purposes shall not be
disclosed or exchanged. For purposes of determining when information is
reasonably necessary for such purpose, legal counsel to each party shall agree,
in advance, to review information requests so as to comply with such standard.
In addition, competitively sensitive information such as information concerning
product development or marketing plans, product prices or pricing plans, cost
data, customers or similar information which has been determined to be
reasonably necessary to a Transaction, shall be limited only to those senior
executives and Representatives who are involved in evaluating or negotiating a
Transaction or approving the value of a Transaction.

(3) Use of Evaluation Material. Each Party hereby agrees that it
and its Representatives shall use the other's Evaluation Material solely for
the purpose of evaluating a possible Transaction between the parties, and that
the disclosing party's Evaluation Material will be kept confidential and each
party and its Representatives will not disclose or use for purposes other than
the evaluation of a Transaction any of the other's Evaluation material in any
manner whatsoever; provided, however, that (i) the receiving party may make any
disclosure of such information to which the disclosing party gives its prior
written consent and (ii) any of such information may be disclosed to the
receiving party's Representatives who need to know such information for the
sole purpose of evaluating a possible Transaction between the parties, who are
provided with a copy of this letter agreement and who are directed by the
receiving party to treat such information confidentially.

(4) Non-Disclosure. In addition, each party agrees that, without
the prior written consent of the other party, its Representatives will not
disclose to any other person the fact that any Evaluation Material has been
made available hereunder, that discussions or negotiations are taking place
concerning a Transaction involving the

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<PAGE> 3
parties or any of the terms, conditions or other facts with respect thereto
(including the status thereof) provided, that a party may make such disclosure
if in the opinion of a party's counsel, such disclosure is necessary to avoid
committing a violation of law. In such event, the disclosing party shall use
its best efforts to give advance notice to the other party.

(5) Required Disclosure. In the event that a party or its
Representatives are requested or required (by oral questions, interrogatories,
requests for information or documents in legal proceedings, subpoena, civil
investigative demand or other similar process) to disclose any of the other
party's Evaluation Material or any of the facts whose disclosure is prohibited
under paragraph (4) of this letter agreement. The party requested or required
to make the disclosure shall provide the other party with prompt notice of any
such request or requirement so that the other party may seek a protective order
or other appropriate remedy and/or waive compliance with the provisions of this
letter agreement. If, in the absence of a protective order or other remedy or
the receipt of a waiver by such other party, the party requested or required to
make the disclosure or any of its Representative should nonetheless, in the
opinion of counsel, disclose the other party's Evaluation Material, the party
requested or required to make the disclosure or its Representative may, without
liability hereunder, disclose only that portion of the other party's Evaluation
Material which such counsel advises is legally required to be disclosed,
provided that the party requested or required to make the disclosure exercises
its reasonable efforts to preserve the confidentiality of the other party's
Evaluation Material, including, without limitation, by cooperating with the
other party to obtain an appropriate protective order or other reliable
assurance that confidential treatment will be accorded the other party's
Evaluation Material.

(6) Termination of Discussions. If either party decides that it
does not wish to proceed with a Transaction with the other party, the party so
deciding will promptly inform the other party of that decision. In that case,
or at any time upon the request of either disclosing party for any reason, each
receiving party will promptly deliver to the disclosing party or, at the option
of the receiving party, destroy all written Evaluation Material (and all copies
thereof and extracts therefrom) furnished to the receiving party or its
Representatives by or on behalf of the disclosing party pursuant hereto. [In
the event of such a decision or request, all other Evaluation Material prepared
by the requesting party shall be destroyed and no copy thereof shall be
retained, and in no event shall either party be obligated to disclose or
provide the Evaluation Material prepared by it or its Representatives to the
other party.] Notwithstanding the return or destruction of the Evaluation
Material, each party and its Representatives will continue to be bound by its
obligations of confidentiality and other obligations hereunder.

(7) No Representation of Accuracy. Each party understands and
acknowledges that neither party nor any of its Representatives makes any
representation or warranty, express or implied, as to the accuracy or
completeness of the Evaluation Material made available by it or to it. Each
party agrees that neither

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<PAGE> 4
party nor any of its Representatives shall have any liability to the other
party or to any of its Representatives relating to or resulting from the use of
or reliance upon such other party's Evaluation Material or any errors therein
or omissions therefrom. Only those representations or warranties which are
made in a final definitive agreement regarding the Transaction, when, as and if
executed, and subject to such limitations and restrictions as may be specified
therein, will have any legal effect.

(8) Definitive Agreements. Each party understands and agrees that
no contract or agreement providing for any Transaction involving the parties
shall be deemed to exist between the parties unless and until a final
definitive agreement has been executed and delivered. Each party also agrees
that unless and until a final definitive agreement regarding a Transaction
between the parties has been executed and delivered, neither party will be
under any legal obligation of any kind whatsoever with respect to such a
Transaction by virtue of this letter agreement except for the matters
specifically agreed to herein. For purposes of this paragraph, the term
"definitive agreement" does not include an executed letter of intent or any
other preliminary written agreement. Both parties further acknowledge and
agree that each party reserves the right, in its sole discretion, to provide or
not provide Evaluation Material to the receiving party under this Agreement, to
reject any and all proposals made by the other party or any of its
Representatives with regard to a Transaction between the parties, and to
terminate discussions and negotiations at any time.

(9) Waiver. It is understood and agreed that no failure or delay
by either party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof
preclude any other or future exercise thereof or the exercise of any other
right, power or privilege hereunder.

(10) Miscellaneous. Each party agrees to be responsible for any
breach of this agreement by any of its Representatives. In case any provision
of this agreement shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions of the agreement shall
not in any way be affected or impaired thereby.

(11) Injunctive Relief. It is further understood and agreed that
money damages would not be a sufficient remedy for any breach of this letter
agreement by either party or any of its Representatives and that the
non-breaching party shall be entitled to equitable relief, including injunction
and specific performance, as a remedy for any such breach. Such remedies shall
not be deemed to be the exclusive remedies for a breach of this letter
agreement but shall be in addition to all other remedies available at law or
equity. In the event of litigation relating to this letter agreement, if a
court of competent jurisdiction determines that either party or any of its
Representatives have breached this letter agreement, then the breaching party
shall be liable and pay to the non-breaching party the reasonable legal fees
incurred in connection with such litigation.

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<PAGE> 5
(12) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California applicable to
agreements made and to be performed within such State.

Please confirm your agreement with the foregoing by signing and
returning one copy of this letter to the undersigned, whereupon this letter
agreement shall become a binding agreement between you and the Company.

Very truly yours,

THE ASK GROUP, INC.

By: /s/ Scott C. Neely
-------------------

Accepted and Agreed as of
the date first written above:

Computer Associates International, Inc.

By: /s/ Sanjay Kumar
---------------------

Name: Sanjay Kumar
Title: President

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<PAGE> 1

EXHIBIT 99(c)(4)

THE ASK GROUP, INC.
2880 Scott Boulevard
Santa Clara, California 95052

May 15, 1994

Computer Associates International, Inc.
711 Stewart Ave.
Garden City, New York 11530-4787

Dear Sirs:

In order to induce you to spend time and effort to investigate
the business and affairs of The ASK Group, Inc. (the "Company") and to engage
in further negotiations for your possible acquisition of the Company, the
Company hereby agrees (until such time as you advise the Company that such
negotiations are terminated) as follows:

The Company, its affiliates and their respective agents will
not, directly or indirectly, on or before May 19, 1994 (i) take any action to
solicit, initiate or encourage any Acquisition Proposal (as hereinafter
defined), (ii) subject to the fiduciary duties of the Board of Directors under
applicable law as advised by counsel to the Company, waive any provision of any
standstill or similar agreement entered into by the Company or (iii) subject to
the fiduciary duties of the Board of Directors under applicable law as advised
by counsel to the Company, engage in negotiations with, or disclose any
nonpublic information relating to the Company or any subsidiary or afford
access to the properties, books or records of the Company or any subsidiary to,
any person, entity or group that may be considering making, or has made, an
Acquisition Proposal.

The Company will, to and including May 19, 1994, (i) promptly
notify you after receipt of any Acquisition Proposal or any inquiries
indicating that any person, entity or group is considering making or wishes to
make an Acquisition Proposal, (ii) promptly notify you after receipt of any
request for nonpublic information relating to the Company or any subsidiary or
for access to the properties, books or records of the Company or any subsidiary
by any person, entity or group that may be considering making, or has made, and
Acquisition Proposal and (iii) subject to the fiduciary duties of the Board of
Directors under applicable law as advised by counsel to the Company, keep you
advised of the status and principal financial terms of any such Acquisition
Proposal, indication or request. The term "Acquisition Proposal" as used
herein means any offer or proposal for, or any indication of interest in, a
merger or other business combination involving the Company or any subsidiary or
the acquisition of any equity interest in, or a significant portion of the
assets of, the Company or any subsidiary, other than the possible transaction
being negotiated with you.

The Company and each of its subsidiaries will also, to and
including May 19, 1994, conduct its operations in the ordinary course of
business consistent with past practice. Nothing in this or the preceding
paragraph shall be construed to prohibit (i) negotiations regarding, but not
any agreement prior to consulting with you (and if you request, using
reasonable efforts to extend such negotiations) with respect to, the new
secured line of credit

<PAGE> 2
referred to under "Financial Conditions" in the Company's Form 10-Q for the
quarter ended March 31, 1994, or (ii) response and discussions with respect
to, but not entering into any agreement with respect to, a proposal which the
Company has received for the issuance of debt convertible into equity
representing not more than 35% of the Company's voting power.

If the Company (i) violates this Agreement, or (ii) engages in
conduct (whether or not required by the fiduciary duties of the Board of
Directors) which would be prohibited by the Agreement but for the fiduciary
duties of the Board of Directors, the Company will pay to you, to compensate
you for your substantial time, effort, expense, risks, opportunity cost and
other damages which you will incur but which cannot be determined with
reasonable certainty, the amount of $2.5 million as liquidated damages, due
immediately upon the termination of negotiations between you and the Company.

No failure or delay by you in exercising any right, power or
privilege under this Agreement shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise of
any right, power or privilege hereunder.

This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed within such state.

Very truly yours,

THE ASK GROUP, INC.

By: /s/ Scott C. Neely
--------------------
Title: Vice President and
General Counsel

Agreed:

COMPUTER ASSOCIATES INTERNATIONAL, INC.

By: /s/ Belden A. Frease
-----------------------
Title: Senior Vice President
and Secretary