MARCAM CORP, DEFS14A, 1997-06-18

MARCAM CORP
DEFS14A, 1997-06-18
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SCHEDULE 14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934

Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

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

---------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of filing fee (check the appropriate box):
[ ] No fee required.
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

Common Stock, par value $.01 per share, of Marcam Solutions, Inc.

(2) Aggregate number of securities to which transaction applies:

10,854,759

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

One-fiftieth of one percent of $59,074,000, which is the aggregate book
value of the securities of Marcam Solutions, Inc. to be distributed to
security holders of the Registrant.

(4) Proposed maximum aggregate value of transaction:

N/A

(5) Total fee paid:

$11,815 total fee.

[X] Fee paid previously with preliminary materials.

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

(1) Amount previously paid:

$9,780 (filed with preliminary materials) and $8,122 (filed with the
Registration Statement on Form S-4, Commission file number 333-29285).

(2) Form, schedule or registration statement no.:

Registration Statement on Form S-4, Commission file number 333-29285.

(3) Filing party:

Marcam Solutions, Inc.

(4) Date filed:

June 13, 1997

<PAGE>

MARCAM
CORPORATION
June 16, 1997

Dear Stockholder:

You are cordially invited to attend a Special Meeting of Stockholders (the
"Meeting") of Marcam Corporation, a Massachusetts corporation ("Marcam"), to be
held at 9:30 a.m., Boston time, Thursday, July 17, 1997 at the offices of Testa,
Hurwitz & Thibeault, LLP, 20th floor, High Street Tower, 125 High Street,
Boston, Massachusetts 02110.

At the Meeting, the stockholders of Marcam will consider and vote upon a
proposal (the "Distribution Proposal") to approve the distribution by Marcam of
all of the outstanding shares of common stock, par value $.01 per share (the
"Marcam Solutions Common Stock"), of Marcam Solutions, Inc., a Delaware
corporation and wholly owned subsidiary of Marcam ("Marcam Solutions"), to
Marcam's stockholders on the record date for the distribution and certain
related asset transfers and reorganization transactions, including the transfer
by Marcam to Marcam Solutions of the business, assets and liabilities of the
portion of Marcam's business relating to the PRISM, Protean and Avantis product
lines and of an aggregate of $39 million in cash (collectively, the
"Distribution"). The Distribution is currently expected to occur on or about
July 28, 1997. No consideration will be paid by Marcam's stockholders for the
Marcam Solutions Common Stock distributed in the Distribution. The Distribution
is conditioned upon, among other things, (i) approval of the Distribution
Proposal by Marcam's stockholders at the Meeting and (ii) receipt of a
favorable private letter ruling from the Internal Revenue Service, or, at the
option of Marcam's Board of Directors (the "Board"), opinions from Marcam's
special tax counsel and independent accountants, with respect to the tax-free
nature of the Distribution. Even if all conditions are satisfied, the Board has
reserved the right to abandon, defer or modify the Distribution at any time
prior to the completion of the Distribution. The Board will not, however, make
any changes in the terms of the Distribution after the Distribution Proposal is
approved by Marcam's stockholders unless the Board determines that such changes
would not be materially adverse to Marcam's stockholders.

After the Distribution, Marcam and Marcam Solutions will be independent
companies. Except for George A. Chamberlain 3d, who will serve as a director of
Marcam and initially as the Chief Financial Officer of Marcam Solutions after
the Distribution, the boards of directors and managements of the two companies
will be separate. Marcam will continue to operate the portion of its business
relating to the MAPICS product line. Marcam Solutions will operate the portion
of Marcam's business relating to the PRISM, Protean and Avantis product lines.

There has not been a trading market in shares of Marcam Solutions Common
Stock and associated preferred stock purchase rights. Marcam Solutions has
applied for listing of the Marcam Solutions Common Stock and associated
preferred stock purchase rights on the Nasdaq National Market under the symbol
"MRCM."

At the Meeting, the stockholders will also consider and vote upon
proposals (i) to approve the amendment to Marcam's Restated Articles of
Organization to change the name of Marcam from "Marcam Corporation" to "MAPICS,
Inc.," (ii) to approve an amendment to Marcam's Restated Articles of
Organization to increase the number of shares of Marcam's common stock, par
value $.01 per share, the Company is authorized to issue from 30,000,000 shares
to 50,000,000 shares, and (iii) to transact such other business as may properly
come before the Meeting, including any motion to adjourn the meeting to a later
date to permit further solicitation of proxies, or any postponements or
adjournments thereof.

The Board has unanimously approved each of the proposals to be considered
and voted upon at the Meeting and unanimously recommends that Marcam's
stockholders vote FOR the approval of all such proposals.

The Notice of Meeting and Proxy Statement/Prospectus on the following
pages describe the matters to be presented at the Meeting.

Whether or not you plan to attend the Meeting, we urge you to sign and
return the enclosed proxy so that your shares will be represented at the
Meeting. If you so desire, you can withdraw your proxy and vote in person at
the Meeting.

Cordially,

/s/ MICHAEL J. QUINLAN
MICHAEL J. QUINLAN
President and CEO

<PAGE>

MARCAM CORPORATION
95 WELLS AVENUE
NEWTON, MASSACHUSETTS 02159

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Marcam
Corporation, a Massachusetts corporation ("Marcam"), will be held on Thursday,
July 17, 1997, at 9:30 a.m., Boston time, at the offices of Testa,
Hurwitz & Thibeault, LLP, 20th Floor, High Street Tower, 125 High Street,
Boston, Massachusetts 02110, for the following purposes:

1. To consider and vote upon a proposal to approve the distribution by
Marcam of all of the outstanding shares of common stock of Marcam
Solutions, Inc., a Delaware corporation and wholly owned subsidiary of
Marcam ("Marcam Solutions"), to Marcam's stockholders on the record date
for the distribution and certain related asset transfers and
reorganization transactions, including the transfer by Marcam to Marcam
Solutions of the business, assets and liabilities of the portion of
Marcam's business relating to the PRISM, Protean and Avantis product
lines and of an aggregate of $39 million in cash, all of which are
described in more detail in the accompanying Proxy Statement/Prospectus;

2. To consider and vote upon a proposal to approve an amendment to Marcam's
Restated Articles of Organization to change Marcam's name from "Marcam
Corporation" to "MAPICS, Inc.";

3. To consider and vote upon a proposal to approve an amendment to Marcam's
Restated Articles of Organization to increase the number of shares of
Common Stock Marcam is authorized to issue from 30,000,000 shares to
50,000,000 shares; and

4. To transact such other business as may properly come before the meeting,
including any motion to adjourn the meeting to a later date to permit
further solicitation of proxies, or any postponements or adjournments
thereof.

Only stockholders of record at the close of business on June 9, 1997 are
entitled to notice of and to vote at the Special Meeting of Stockholders and
any postponement or adjournment thereof.

By Order of the Board of Directors.

/s/ DIANE R. TORMEY
DIANE R. TORMEY
Vice President, General Counsel and Clerk

Newton, Massachusetts
June 16, 1997

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED SELF-ADDRESSED, STAMPED ENVELOPE BY RETURN MAIL.

<PAGE>

MARCAM SOLUTIONS, INC.
95 Wells Avenue
Newton, Massachusetts 02159

PROSPECTUS
--------------

MARCAM CORPORATION
95 Wells Avenue
Newton, Massachusetts 02159

PROXY STATEMENT

This Proxy Statement/Prospectus is furnished in connection with the
solicitation of proxies by the Board of Directors (the "Board") of Marcam
Corporation ("Marcam") for use at a Special Meeting of Stockholders of Marcam
to be held on Thursday, July 17, 1997, at 9:30 a.m., Boston time, at the
offices of Testa, Hurwitz & Thibeault, LLP, 20th Floor, High Street Tower, 125
High Street, Boston, Massachusetts 02110 and any postponements or adjournments
thereof (the "Meeting"). This Proxy Statement/Prospectus and the accompanying
notice and form of proxy were first sent or given to stockholders of Marcam on
or about June 18, 1997.

At the Meeting, the stockholders of Marcam will consider and vote upon a
proposal (the "Distribution Proposal") to approve the distribution by Marcam of
all of the outstanding shares of common stock, par value $.01 per share (the
"Marcam Solutions Common Stock"), of Marcam Solutions, Inc., a Delaware
corporation and wholly owned subsidiary of Marcam ("Marcam Solutions"), to
Marcam's stockholders on the record date for the distribution and certain
related asset transfers and reorganization transactions, including the transfer
by Marcam to Marcam Solutions of the business, assets and liabilities of the
portion of Marcam's business relating to the PRISM, Protean and Avantis product
lines and of an aggregate of $39 million in cash (collectively, the
"Distribution"). The Distribution is currently expected to occur on or about
July 28, 1997. No consideration will be paid by Marcam's stockholders for the
Marcam Solutions Common Stock distributed in the Distribution. The Distribution
is conditioned upon, among other things, (i) approval of the Distribution
Proposal by Marcam's stockholders at the Meeting and (ii) receipt of a
favorable private letter ruling from the Internal Revenue Service, or, at the
option of the Board, opinions from Marcam's special tax counsel and independent
accountants, with respect to the tax-free nature of the Distribution. Even if
all conditions are satisfied, the Board has reserved the right to abandon,
defer or modify the Distribution at any time prior to the completion of the
Distribution. The Board will not, however, make any changes in the terms of the
Distribution after the Distribution Proposal is approved by Marcam's
stockholders unless the Board determines that such changes would not be
materially adverse to Marcam's stockholders.

At the Meeting, the stockholders will also consider and vote upon
proposals (i) to approve the amendment to Marcam's Restated Articles of
Organization to change the name of Marcam from "Marcam Corporation" to "MAPICS,
Inc.," (ii) to approve an amendment to Marcam's Restated Articles of
Organization to increase the number of shares of Marcam's common stock, par
value $.01 per share, Marcam is authorized to issue from 30,000,000 shares to
50,000,000 shares, and (iii) to transact such other business as may properly
come before the meeting, including any motion to adjourn the Meeting to a later
date to permit further solicitation of proxies, or any postponements or
adjournments thereof.

This Proxy Statement/ Prospectus also constitutes a prospectus of Marcam
Solutions with respect to the shares of Marcam Solutions Common Stock to be
distributed pursuant to the Distribution.
--------------

SEE "MARCAM SOLUTIONS RISK FACTORS," BEGINNING ON PAGE 17, FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED CAREFULLY IN EVALUATING
THE PROPOSED DISTRIBUTION AND THE DISTRIBUTION OF THE SECURITIES OFFERED
HEREBY.
--------------

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

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

The date of this Proxy Statement/Prospectus is June 16, 1997.

<PAGE>

AVAILABLE INFORMATION

Marcam is (and, following the Distribution, Marcam Solutions will be)
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files (and
Marcam Solutions will file) reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by Marcam (and to be filed by Marcam
Solutions) may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
and at the following Regional Offices of the Commission: 73 Tremont Street,
Suite 600, Boston, Massachusetts 02108-3912; 7 World Trade Center, Suite 1300,
New York, New York 10048; and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of such information can be obtained
by mail from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. The Commission maintains a
World-Wide Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The address of the Commission's Web site is http://www.sec.gov.
Marcam's Common Stock is (and the Marcam Solutions Common Stock is expected to
be) listed on the Nasdaq National Market. Reports and other information
concerning Marcam (and, if the Marcam Solutions Common Stock is approved for
listing, concerning Marcam Solutions) can also be inspected at the offices of
the National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.

Marcam Solutions intends to furnish holders of Marcam Solutions Common
Stock with annual reports containing consolidated financial statements prepared
in accordance with United States generally accepted accounting principles and
quarterly reports for the first three quarters of each fiscal year. The annual
financial statements will be audited by an independent public accounting firm.

Marcam Solutions has filed with the Commission a Registration Statement on
Form S-4 (together with any amendments or supplements thereto, the "Form S-4")
under the Securities Act of 1933, as amended (the "Securities Act") and will
file with the Commission a Registration Statement on Form 10 (together with any
amendments thereto, the "Form 10") under the Exchange Act with respect to the
Marcam Solutions Common Stock to be distributed pursuant to the Distribution.
This Proxy Statement/Prospectus does not contain all of the information in the
Form S-4 or the Form 10 and the related exhibits and schedules. Statements in
this Proxy Statement/Prospectus as to the contents of any contract agreement or
other document are summaries only and are not necessarily complete. For
complete information as to these matters, stockholders should refer to the
applicable exhibit or schedule to the Form S-4 or the Form 10. The Form S-4 and
the Form 10 and the related exhibits filed by Marcam Solutions with the
Commission may be inspected at the public reference facilities of the
Commission listed above.

In addition, MAPICS intends to file a Current Report on Form 8-K in
connection with the Distribution and such report and the exhibits thereto will
be available at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549.

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

No person is authorized to give any information or make any representation
not contained in this Proxy Statement/Prospectus, and, if given or made, such
information or representation should not be relied upon as having been
authorized. This Proxy Statement/Prospectus does not constitute an offer to
sell, or a solicitation of an offer to purchase, any securities. The
information contained herein is given as of the date of this Proxy
Statement/Prospectus unless otherwise indicated. The delivery of this Proxy
Statement/
Prospectus must not be construed as an implication that there have been no
changes in the information set forth herein since the date of this Proxy
Statement/Prospectus.

PRISM[RegTM] is a registered trademark of Marcam. ProteanTM and AvantisTM
are trademarks of Marcam. All other trademarks or trade names referred to in
this Proxy Statement/Prospectus are the property of their respective owners.

2
<PAGE>

TABLE OF CONTENTS

<TABLE>

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Page
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<S> <C>
AVAILABLE INFORMATION ................................................... 2
PROXY STATEMENT/PROSPECTUS SUMMARY ....................................... 6
MARCAM SOLUTIONS RISK FACTORS ............................................. 17
THE SPECIAL MEETING ...................................................... 24
Purposes of the Special Meeting .......................................... 24
Voting Rights and Proxy Information .................................... 25
Adjournment of the Special Meeting ....................................... 26
THE DISTRIBUTION PROPOSAL ................................................ 26
Background and Reasons for the Distribution .............................. 26
Manner of Effecting the Distribution .................................... 28
Fractional Shares ...................................................... 29
The Asset Transfers ...................................................... 29
Certain Federal Income Tax Aspects of the Distribution .................. 30
Description of Marcam Solutions Common Stock ........................... 32
Listing and Trading of Marcam Solutions Common Stock ..................... 33
Listing and Trading of Marcam Common Stock .............................. 33
Warrants ............................................................... 34
Conditions; Termination ................................................ 34
Future Management of the Separate Companies .............................. 34
Marcam Solutions ...................................................... 34
MAPICS .................................................................. 34
Interests of Certain Persons ............................................. 35
Regulatory Approvals ................................................... 35
Accounting Treatment ................................................... 36
Relationship Between MAPICS and Marcam Solutions After the Distribution 36
Distribution Agreement ................................................ 36
General Services Agreement ............................................. 37
Tax Sharing Agreement ................................................... 38
Dissenting Stockholders; Appraisal Rights .............................. 38
Recent By-Law Amendment ................................................ 39
Vote Required and Board Recommendation ................................. 39
PRICE RANGE OF MARCAM COMMON STOCK AND DIVIDEND POLICY .................. 40
MAPICS, INC. PRO FORMA COMBINED FINANCIAL STATEMENTS ..................... 41
MARCAM SOLUTIONS, INC. PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS ...... 46
MANAGEMENT'S DISCUSSION AND ANALYSIS OF PRO FORMA FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF MARCAM SOLUTIONS ........................... 51
INFORMATION CONCERNING MAPICS ............................................. 56
BUSINESS OF MAPICS ...................................................... 56
Industry Background ...................................................... 56
The Solution ............................................................ 57
Strategy ............................................................... 58
Products ............................................................... 59
Product Development ...................................................... 60
Customers ............................................................... 61
Marketing and Sales ...................................................... 61
Customer Support and Service ............................................. 62
Proprietary Rights and Technology ....................................... 62
Competition ............................................................ 63
Employees ............................................................... 63
Facilities ............................................................... 64
Legal Proceedings ...................................................... 64

</TABLE>

3
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<TABLE>
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MAPICS SELECTED COMBINED FINANCIAL DATA ....................................... 65
MAPICS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ...................................................... 66
Overview ..................................................................... 66
Results of Operations ...................................................... 67
Six Months ended March 31, 1997 Compared to Six Months ended March 31, 1996 68
Fiscal 1996 Compared to Fiscal 1995 ....................................... 69
Fiscal 1995 Compared to Fiscal 1994 ....................................... 70
Quarterly Financial Results ................................................ 71
Liquidity and Capital Resources ............................................. 73
Inflation .................................................................. 74
Recently Issued Pronouncements ............................................. 74
MAPICS RISK FACTORS ......................................................... 75
MANAGEMENT OF MAPICS ......................................................... 81
Executive Officers and Directors ............................................. 81
Executive Compensation ...................................................... 82
PRINCIPAL STOCKHOLDERS OF MAPICS ............................................. 85
DESCRIPTION OF MAPICS CAPITAL STOCK .......................................... 86
Common Stock ............................................................... 86
Preferred Stock ............................................................ 86
Warrants ..................................................................... 87
Massachusetts Law and Certain Charter Provisions ........................... 87
Rights Plan .................................................................. 88
Transfer Agent ............................................................... 89
INFORMATION CONCERNING MARCAM SOLUTIONS ....................................... 90
BUSINESS OF MARCAM SOLUTIONS ................................................ 90
Industry Background ......................................................... 90
The Solution ............................................................... 91
Strategy ..................................................................... 93
Products ..................................................................... 94
Strategic Business Partners ................................................ 96
Product Development ......................................................... 97
Customers .................................................................. 97
Marketing and Sales ......................................................... 98
Customer Support and Service ................................................ 98
Proprietary Rights and Technology .......................................... 99
Competition .................................................................. 99
Employees .................................................................. 100
Facilities .................................................................. 100
Legal Proceedings ............................................................ 100
MARCAM SELECTED CONSOLIDATED FINANCIAL DATA ................................. 101
MARCAM MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ...................................................... 103
Overview ..................................................................... 103
Results of Operations ...................................................... 105
Six Months Ended March 31, 1997 Compared to Six Months Ended March 31, 1996 105
Fiscal 1996 Compared to Fiscal 1995 ....................................... 107
Fiscal 1995 Compared to Fiscal 1994 ....................................... 108
Liquidity and Capital Resources ............................................. 109
Inflation .................................................................. 110
Recently Issued Pronouncements ............................................. 110

</TABLE>

4
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<TABLE>
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<S> <C>
MANAGEMENT OF MARCAM SOLUTIONS ...................................................... 112
Executive Officers and Directors ................................................... 112
Executive Compensation ............................................................ 113
PRINCIPAL STOCKHOLDERS OF MARCAM SOLUTIONS .......................................... 116
DESCRIPTION OF MARCAM SOLUTIONS CAPITAL STOCK ....................................... 117
Common Stock ........................................................................ 117
Preferred Stock ..................................................................... 117
Warrants ........................................................................... 117
Delaware Law and Certain Charter Provisions ....................................... 117
Rights Plan ........................................................................ 118
Transfer Agent ..................................................................... 119
MARCAM SOLUTIONS DIVIDEND POLICY ................................................... 119
OTHER MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING .............................. 120
Approval of Proposed Change of Corporate Name ....................................... 120
Approval of Proposed Increase in Number of Authorized Shares of Marcam Common Stock 120
STOCKHOLDER PROPOSALS ............................................................... 121
EXPENSES AND SOLICITATION ............................................................ 121
LEGAL MATTERS ........................................................................ 121
EXPERTS .............................................................................. 121
DOCUMENTS INCORPORATED BY REFERENCE ................................................ 122
INDEX TO FINANCIAL STATEMENTS ...................................................... F-1

</TABLE>

ANNEX A. Massachusetts Business Corporation Law, Chapter 156B, Sections 76 and
86 through 98 regarding Appraisal Rights

ANNEX B. Certificate of Incorporation of Marcam Solutions, Inc.

ANNEX C. By-Laws of Marcam Solutions, Inc.

5
<PAGE>

PROXY STATEMENT/PROSPECTUS SUMMARY

This summary is qualified by the more detailed information set forth
elsewhere in this Proxy Statement/Prospectus, which should be read in its
entirety. Unless the context otherwise requires, the term "Marcam" refers to
Marcam Corporation and its subsidiaries before completion of the Distribution;
the term "MAPICS" refers to Marcam Corporation and its subsidiaries after the
Distribution (which will conduct only the business related to the MAPICS product
line); and the term "Marcam Solutions" refers to Marcam Solutions, Inc. and its
subsidiaries after the Distribution (which will conduct the business related to
the PRISM, Protean and Avantis product lines).

SPECIAL MEETING

<TABLE>

<S> <C>
Date, Time and Place of Special
Meeting ..................... The Special Meeting of Stockholders (the "Meeting") of
Marcam Corporation, a Massachusetts corporation ("Marcam"),
will be held at 9:30 a.m., Boston time, Thursday, July
17, 1997 at the offices of Testa, Hurwitz & Thibeault, LLP,
20th Floor, High Street Tower, 125 High Street, Boston,
Massachusetts 02110.
Purposes of the Meeting ...... At the Meeting the stockholders will be asked to consider and
vote upon proposals: (i) to approve (the "Distribution Proposal")
the distribution by Marcam of all of the outstanding shares of
common stock, par value $.01 per share (the "Marcam Solutions
Common Stock"), of Marcam Solutions, Inc., a Delaware
corporation and wholly owned subsidiary of Marcam ("Marcam
Solutions"), to Marcam's stockholders on the record date for the
distribution and certain related asset transfers and reorganization
transactions (the "Asset Transfers"), including the transfer by
Marcam to Marcam Solutions of the business, assets and
liabilities of the portion of Marcam's business relating to the
PRISM, Protean and Avantis product lines and of an aggregate
of $39 million in cash (collectively, the "Distribution"); (ii) to
approve an amendment to Marcam's Restated Articles of
Organization to change Marcam's name from "Marcam
Corporation" to "MAPICS, Inc." (the "Name Change
Proposal"); (iii) to approve an amendment to Marcam's Restated
Articles of Organization to increase the number of shares of
Marcam's common stock, par value $.01 per share (the
"Marcam Common Stock"), Marcam is authorized to issue from
30,000,000 shares to 50,000,000 shares (the "Common Stock
Amendment Proposal"); and (iv) to transact such other business
as may properly come before the Meeting, including any motion
to adjourn the Meeting to a later date to permit further
solicitation of proxies, or any postponements or adjournments
thereof.
The Asset Transfers constitute the sale of substantially all of
Marcam's assets and properties (including goodwill) for
purposes of Section 75 of the Massachusetts Business
Corporation Law. Consequently, approval of the Distribution
Proposal by Marcam's stockholders will also constitute approval
of the sale of substantially all of Marcam's assets and properties
(including goodwill) for purposes of Section 75 of the
Massachusetts Business Corporation Law.
</TABLE>

6
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<S> <C>
Board of Directors Recommendation ...... The Board of Directors of Marcam (the "Board") unanimously
recommends that stockholders vote FOR the Distribution
Proposal, the Name Change Proposal and the Common Stock
Amendment Proposal. For a description of the reasons for the
Distribution, see the "The Distribution Proposal--Background
and Reasons for the Distribution."
Meeting Record Date ..................... Close of business on June 9, 1997 (the "Meeting Record Date").
Voting ................................. At the Meeting, each holder of record as of the Meeting Record
Date is entitled to one vote for each share of Marcam Common
Stock held and ten votes for each share of Marcam's Series D
Convertible Preferred Stock, par value $1.00 per share (the
"Series D Preferred Stock"), and Series E Convertible Preferred
Stock, par value $1.00 per share (the "Series E Preferred
Stock"; the Series D Preferred Stock and Series E Preferred
Stock, collectively, the "Marcam Preferred Stock"), held.
With regard to the Distribution Proposal, the affirmative vote of
at least two-thirds of the combined voting power of the
outstanding shares of all classes and series of Marcam's capital
stock, voting together as a single class, is required for approval.
With respect to the Name Change Proposal and the Common
Stock Amendment Proposal, the affirmative vote of at least a
majority of the combined voting power of the outstanding
shares of all classes and series of Marcam's capital stock,
voting together as a single class, is required for approval. With
respect to any other matters that may be submitted to
stockholders at the Meeting, the affirmative vote of at least a
majority of the combined voting power of the shares of all
classes and series of Marcam's capital stock, voting together as
a single class, present or represented, in person or by proxy, and
entitled to vote at the Meeting is required for approval.
As of the Meeting Record Date, 14,785,010 shares (on an as
converted basis) of Marcam were outstanding and entitled to
vote at the Meeting. Officers, directors and stockholders of
Marcam and their affiliates who collectively beneficially own
approximately 25% of the outstanding shares of all classes and
series of Marcam's capital stock have indicated their present
intention to vote such shares FOR approval of the Distribution
Proposal, the Name Change Proposal and the Common Stock
Amendment Proposal. See "The Special Meeting--Voting
Rights and Proxy Information."
Appraisal Rights ........................ Stockholders of Marcam will be entitled to appraisal rights in
connection with the Distribution. See "The Distribution
Proposal--Dissenting Stockholders; Appraisal Rights."
</TABLE>

7
<PAGE>

THE DISTRIBUTION

Shares to be Distributed ...... In the Distribution, each stockholder of Marcam on the record
date for the Distribution will receive one share of Marcam
Solutions Common Stock for each two shares of Marcam
Common Stock held and five shares of Marcam Solutions
Common Stock for each share of Marcam Preferred Stock held.
No consideration will be paid by Marcam's stockholders for the
Marcam Solutions Common Stock distributed in the
Distribution. See "The Distribution Proposal--Manner of
Effecting the Distribution."
The Asset Transfers ......... In connection with the Distribution, Marcam will transfer to
Marcam Solutions substantially all of the business, assets and
liabilities relating to Marcam's PRISM, Protean and Avantis
product lines and an aggregate of $39.0 million in cash in
exchange for (i) a number of shares of Marcam Solutions
Common Stock sufficient for Marcam to make the Distribution
and (ii) warrants to purchase an aggregate of 500,000 shares of
Marcam Solutions Common Stock (the "Marcam Solutions
Warrants"). Up to the total amount of the $39.0 million cash
transfer by Marcam may initially be represented by a
promissory note (the "Note"). The Note is currently expected to
bear interest at the rate of 5.85% per annum, payable quarterly
in arrears, and to provide for monthly installments of principal
in scheduled amounts commencing on August 15, 1997 and
ending on March 15, 1999. Maturity of the Note will accelerate,
and the Note will be payable in full, upon the completion of
the first debt or equity financing of MAPICS following the
Distribution, other than borrowings under MAPICS' revolving
credit facility. The transfers of assets (including the cash and the
Note) and liabilities described in this paragraph are collectively
referred to as the "Asset Transfers." See "The Distribution
Proposal--The Asset Transfers."
The unaudited pro forma balance sheet of Marcam Solutions
as of March 31, 1997 sets forth the assets and liabilities to be
transferred by Marcam to Marcam Solutions on a pro forma
basis as of March 31, 1997 in the column under the heading
"Marcam Solutions, Inc. Pro Forma." For unaudited pro forma
financial information regarding Marcam Solutions giving effect
to the Distribution (including the Asset Transfers), see "Marcam
Solutions, Inc. Pro Forma Consolidated Financial Statements"
and "Management's Discussion and Analysis of Pro Forma
Financial Condition and Results of Operations of Marcam
Solutions."
Following the Distribution, Marcam's outstanding 9.82%
Subordinated Notes due 2001 with an aggregate principal
amount of $25.0 million (the "Subordinated Notes") will remain
obligations of MAPICS. For unaudited pro forma financial
information regarding MAPICS giving effect to the Distribution
(including the Asset Transfers), see "MAPICS, Inc. Pro Forma
Combined Financial Statements."

</TABLE>

8
<PAGE>

<TABLE>
<S> <C>
The Proposed MAPICS Public Offering
and the Proposed Debt Financing ...... Notes with the net proceeds from an underwritten public offering
of the common stock of MAPICS (the "Proposed MAPICS Public
Offering"). On April 30, 1997, Marcam filed a Registration
Statement on Form S-3 with the Commission relating to the
Proposed MAPICS Public Offering. The Proposed MAPICS Public
Offering is conditioned upon the completion of the Distribution
and will not occur until after the Distribution, if at all. Marcam is
also currently negotiating with a number of lenders regarding a
possible debt financing, which would be consummated in lieu of or
in combination with the Proposed MAPICS Public Offering (the
"Proposed Debt Financing"). The net proceeds from the Proposed
MAPICS Public Offering, the Proposed Debt Financing or a
combination thereof, if consummated, would be used to make the
cash transfer by Marcam to Marcam Solutions or to repay the Note
and, if sufficient additional net proceeds are available, to repay the
Subordinated Notes in whole or in part. There can be no assurance
that either the Proposed MAPICS Public Offering or the Proposed
Debt Financing will be completed. If neither the Proposed
MAPICS Public Offering nor the Proposed Debt Financing is
completed, MAPICS will be required to repay the Note and the
Subordinated Notes from its other cash resources, including cash
generated from operations and borrowings under its revolving
credit facility. While the payment terms of the Note have been
established with consideration for the projected cash flows and
borrowing capacities of both MAPICS and Marcam Solutions,
absent the Proposed MAPICS Public Offering, the Proposed Debt
Financing or a combination thereof, there can be no assurance that
MAPICS will have sufficient cash resources to make the scheduled
payments on the Note on a timely basis or that any such payments
will satisfy Marcam Solutions' cash requirements. Under such
circumstances, MAPICS and Marcam Solutions would be required
to borrow money to satisfy all or a portion of their cash
requirements. MAPICS' failure to make the payments on the Note
as scheduled would have a material adverse effect on the financial
condition of Marcam Solutions. After the Distribution is
completed, MAPICS will not be obligated to provide Marcam
Solutions with any additional funding other than through the
payment of the Note. The unaudited pro forma financial
information regarding MAPICS and Marcam Solutions included
elsewhere in this Proxy Statement/Prospectus does not give effect
to either the Proposed MAPICS Public Offering or the Proposed
Debt Financing or the application of the net proceeds therefrom.

</TABLE>

9
<PAGE>

<TABLE>

<S> <C>
Distribution Date and
Distribution Record Date ............ The distribution of the shares of Marcam Solutions Common Stock
will be made to the holders of record of Marcam Common Stock
and Marcam Preferred Stock on the record date for the Distribution
(the "Distribution Record Date").The Distribution is currently
expected to occur promptly following satisfaction of the conditions
to the Distribution on or about July 28, 1997 (the "Distribution
Date"). On or prior to the Distribution Date, Marcam will deliver
shares of Marcam Solutions Common Stock to Boston EquiServe
L.P., as Distribution Agent (the "Distribution Agent"). The
Distribution Agent will mail Marcam Solutions Common Stock
certificates on the Distribution Date. See "The Distribution
Proposal--Manner of Effecting the Distribution."
Conditions to the Distribution ...... The Distribution is conditioned upon, among other things, (i)
the approval of the Distribution Proposal by Marcam's
stockholders at the Meeting and (ii) the receipt of a favorable
private letter ruling (the "Private Letter Ruling") from the
Internal Revenue Service ("IRS"), or, at the option of the Board,
opinions of Marcam's special tax counsel and independent
accountants, with respect to the tax-free nature of the
Distribution. These conditions are not waivable by the Board.
Unless waived by the Board, the Distribution is also conditioned
upon, among other things, the holders of less than one percent
(1%) of the shares of capital stock of Marcam outstanding on
the Meeting Record Date exercising and perfecting statutory
appraisal rights available under Massachusetts law. Even if all
conditions are satisfied, the Board has reserved the right to
abandon, defer or modify the Distribution at any time prior to
the Distribution Date. The Board will not and may not,
however, make any changes in the terms of the Distribution
after the Distribution Proposal is approved by the stockholders
unless the Board determines that such changes would not be
materially adverse to Marcam's stockholders. Any changes in
the terms of the Distribution after the Distribution Proposal is
approved by stockholders will be reflected in the Form 10 to be
mailed to stockholders in connection with the Distribution. See
"The Distribution Proposal--Certain Federal Income Tax
Aspects of the Distribution" and "--Conditions; Termination."
Reasons for the Distribution ......... The Board unanimously determined that the Distribution is
expedient and in the best interests of Marcam and its
stockholders for a number of reasons. The Distribution is
designed to: (i) separate portions of Marcam's Enterprise
Resource Planning business that have different financial,
investment and operating characteristics, so that each can adopt
strategies and concentrate its management attention and focus
financial resources on its core market opportunities; (ii) better
position each company to finance its business; and (iii) allow
customers, investors and others with relationships with the
companies to better evaluate the merits of the two businesses
and their future prospects. See "The Distribution Proposal--
Background and Reasons for the Distribution."

</TABLE>

10
<PAGE>

<TABLE>
<S> <C>
Tax Consequences ......... Marcam has requested the Private Letter Ruling from the IRS
substantially to the effect that, except as provided herein, the
Distribution will qualify as a tax-free distribution under Section
355 of the Internal Revenue Code of 1986, as amended (the
"Code") to Marcam and its stockholders. The Distribution is
conditioned upon, among other things, the receipt of the Private
Letter Ruling from the IRS, or, at the option of the Board, opinions
of Marcam's special tax counsel and independent accountants,
substantially to the effect that, except as provided herein, the
Distribution should qualify as a tax-free distribution under Section
355 of the Code (the "Tax Opinions"). See "The Distribution
Proposal--Certain Federal Income Tax Aspects of the Distribution"
and "--Conditions; Termination."
Accounting Treatment ...... Although the Marcam Solutions Common Stock will be distributed
to the Marcam stockholders, because of the relative significance of
Marcam's business relating to the PRISM, Protean and Avantis
product lines, the Distribution will be recorded for accounting
purposes as a disposal of the business relating to the MAPICS
product line. Accordingly, the historical (pre-Distribution)
consolidated financial statements of Marcam included elsewhere in
this Proxy Statement/Prospectus will become the historical
consolidated financial statements of Marcam Solutions after the
Distribution. After the Distribution, Marcam Solutions' financial
statements will reflect the Distribution as a disposal of the
MAPICS product line as of the Distribution Date and will not be
restated to remove the effects of the prior operating results of the
MAPICS business. The combined financial statements of MAPICS
included elsewhere in this Proxy Statement/Prospectus are the
separate financial statements for the portion of Marcam's business
relating to the MAPICS product line. The historical financial
statements of MAPICS for reporting periods after the Distribution
will consist solely of the separate combined financial statements of
MAPICS and will not correspond to the historical consolidated
financial statements of Marcam. See "The Distribution Proposal--
Accounting Treatment."
Stock Options ............ In connection with the Distribution, each holder of an
outstanding employee or director stock option to purchase
shares of Marcam Common Stock (the "Marcam Options") will
(i) retain such Marcam Option, which after the Distribution will
be an option to purchase the same number of shares of
MAPICS Common Stock (the "Adjusted MAPICS Option"),
and (ii) be granted an option to purchase shares of Marcam
Solutions Common Stock equal to one-half of the number of
shares of Marcam Common Stock subject to such Marcam
Option (each, a "Marcam Solutions Option"; collectively, the
"Adjusted Options"). The current exercise price of the Marcam
Options will be allocated between the Adjusted MAPICS
Options and the Adjusted Marcam Solutions Options on a basis
intended to preserve the "spread" value of the existing Marcam
Options. See "The Distribution Proposal--Relationship Between
MAPICS and Marcam Solutions After the Distribution."

</TABLE>

11
<PAGE>

<TABLE>
<S> <C>
Warrants ...... In connection with the Distribution, warrants to purchase an
aggregate of 383,333 shares of Common Stock of Marcam
issued in connection with the sale of the Subordinated Notes
(the "Sub Debt Warrants") will be adjusted such that the
exercise price will be decreased and the number of underlying
shares will be increased on a basis intended to preserve the
spread value of the Sub Debt Warrants. In addition, the holders
of the warrants to purchase an aggregate of 1,000,000 shares of
Marcam Common Stock issued in connection with the sale of
Series E Preferred Stock (the "GA Warrants") will (i) retain
such GA Warrants, which after the Distribution will be warrants
to purchase the same number of shares in the aggregate of
MAPICS Common Stock (the "MAPICS GA Warrants") and (ii)
receive the Marcam Solutions Warrants. The current exercise
price of the GA Warrants will be allocated between the
MAPICS GA Warrants and the Marcam Solutions Warrants on a
basis intended to preserve the spread value of the existing GA
Warrants.

</TABLE>

12
<PAGE>

MARCAM SOLUTIONS, INC.

Marcam Solutions, Inc. ............ Marcam Solutions is a newly formed Delaware corporation and
wholly owned subsidiary of Marcam which, following the
Distribution, will operate the portion of Marcam's business
relating to the PRISM, Protean and Avantis product lines. See
"Business of Marcam Solutions."
Principal Office .................. The principal office of Marcam Solutions will be at 95 Wells
Avenue, Newton, Massachusetts 02159. Its telephone number
will be (617) 965-0220.
Board of Directors .................. Prior to the Distribution Date, the following individuals will be
elected to constitute the entire Board of Directors of Marcam
Solutions: Michael J. Quinlan, Paul A. Margolis, John Campbell,
William O. Grabe and Richard S. Hickok. See "Management of
Marcam Solutions."
Management ........................ Following the Distribution, it is currently expected that Marcam
Solutions will be managed by Michael J. Quinlan, who is expected
to be President and Chief Executive Officer of Marcam Solutions,
and certain other executives of Marcam involved in the business
relating to the PRISM, Protean and Avantis product lines. Paul A.
Margolis is currently expected to be Chairman of the Board of
Marcam Solutions. See "Management of Marcam Solutions."
Trading Market ..................... There is currently no public market for Marcam Solutions
Common Stock or the associated preferred stock purchase
rights. Marcam Solutions has applied for listing of the Marcam
Solutions Common Stock and the associated preferred stock
purchase rights on the Nasdaq National Market under the
symbol "MRCM." See "The Distribution Proposal--Listing and
Trading of Marcam Solutions Common Stock."
Certain Provisions of Certificate of
Incorporation and By-Laws ......... Certain provisions of Marcam Solutions' certificate of
incorporation and by-laws and the Marcam Solutions preferred
stock purchase rights may have the effect of making more
difficult an acquisition of control of Marcam Solutions in a
transaction not approved by Marcam Solutions' Board of
Directors. See "Description of Marcam Solutions Capital
Stock."

</TABLE>

13
<PAGE>

<TABLE>
<S> <C>
MAPICS
MAPICS, Inc. ............ Following the Distribution, MAPICS will continue to operate the
portion of Marcam's business relating to the MAPICS product line.
See "Business of MAPICS." If the Name Change Proposal is
approved by the Company's stockholders at the Meeting, Marcam
intends to change its corporate name from "Marcam Corporation"
to "MAPICS, Inc." See "Other Matters to be Considered at the
Special Meeting--Approval of Proposed Change of Corporate
Name."
Principal Office ...... After the Distribution, the principal office of MAPICS will be
located at 5775-D Glenridge Drive, Atlanta, Georgia 30328. Its
telephone number will be (404) 705-3000.
Board of Directors ...... After the earlier of the completion of the Proposed MAPICS
Public Offering or, if the Proposed MAPICS Public Offering is
postponed for a significant period after the Distribution, promptly
after such postponement, the following individuals will be elected
to constitute the entire Board of Directors of MAPICS: Richard C.
Cook, George A. Chamberlain, 3d, Edward J. Kfoury and William
E. Ford. See "Management of MAPICS."
Management ............... Following the Distribution, MAPICS will have substantially the
same operating management as Marcam's current business
relating to the MAPICS product line. Richard C. Cook, who has
been Senior Vice President and General Manager, MAPICS
Business Group of Marcam since July 1996, is currently
expected to be the President and Chief Executive Officer of
MAPICS. The other executive officers of MAPICS are currently
executives who have been responsible for managing the
business relating to the MAPICS product line. See
"Management of MAPICS."
Trading Market ......... It is expected that the Marcam Common Stock will continue to
be listed and traded on the Nasdaq National Market after the
Distribution. The Marcam Common Stock is currently traded
on the Nasdaq National Market under the symbol "MCAM."
Application has been made to change the trading symbol for
these securities to "MAPX" effective concurrently with the
Distribution. The trading prices of the Marcam Common Stock
are expected to be substantially affected by the Distribution. See
"The Distribution Proposal--Listing and Trading of Marcam
Common Stock," and "Risk Factors."

</TABLE>

14
<PAGE>

MAPICS SUMMARY COMBINED FINANCIAL DATA(A)

The following is a summary of certain historical financial information of
MAPICS that has been derived from MAPICS' combined financial statements and of
certain pro forma financial information that gives effect to the Distribution
and related transactions. See "The Distribution Proposal--Accounting
Treatment," "MAPICS Selected Combined Financial Data" and "MAPICS, Inc. Pro
Forma Combined Financial Statements."

<TABLE>
<CAPTION>
Fiscal Years Ended September 30, Six Months Ended March 31,
--------------------------
1994 1995 1996 1996 1997
--------- --------- --------- --------- --------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Revenues:
License ........................ $33,410 $42,745 $45,341 $20,501 $ 25,328
Services ........................ 19,373 26,553 32,261 15,343 18,837
-------- -------- -------- -------- --------
Total revenues ............... 52,783 69,298 77,602 35,844 44,165
Total operating expenses ...... 37,975 50,852 56,626 25,961 33,593
-------- -------- -------- -------- --------
Operating income ............... 14,808 18,446 20,976 9,883 10,572
Income tax expense ............ 4,641 7,112 8,076 3,805 4,071
-------- -------- -------- -------- --------
Net income ..................... $10,167 $11,334 $12,900 $ 6,078 $ 6,501
======== ======== ======== ======== ========
Pro forma net income per common
share(B) ........................ $ 0.75 $ 0.36
======== ========
Pro forma weighted average
number of common shares
outstanding(B) .................. 17,185 17,991
======== ========

</TABLE>

<TABLE>
<CAPTION>
As of September 30, As of March 31, 1997
---------------------------------------- ----------------------------
1994 1995 1996 Actual Pro Forma(C)
----------- ----------- ------------ ------------ -------------
(In thousands)
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents ............ $ 107 $ 226 $ 378 $ 852 $ 852
Working capital (deficit)(D) ......... (2,040) (8,527) (13,945) (13,999) (52,999)
Total assets ........................ 36,392 41,226 45,405 46,646 46,646
Total debt ........................... 493 196 884 394 64,000
Divisional equity ..................... 17,091 11,492 9,193 9,228 --
Stockholders' equity (deficit) ...... -- -- -- -- (54,772)

</TABLE>

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

(A) See Notes to Combined Financial Statements of MAPICS appearing elsewhere in
this Proxy Statement/Prospectus.

(B) See Note 2 of Notes to Combined Financial Statements of MAPICS for
information concerning the computation of per share earnings.

(C) Adjusted to give effect to the Distribution, the assumption for accounting
purposes of Marcam's $25.0 million 9.82% Subordinated Notes due 2001, and
the $39.0 million promissory note used to capitalize Marcam Solutions.

(D) Includes $9.7 million, $15.2 million, $18.6 million and $21.2 million of
deferred revenue at September 30, 1994, 1995 and 1996 and March 31, 1997,
respectively.

15
<PAGE>

MARCAM
SUMMARY CONSOLIDATED FINANCIAL DATA(A)

For purposes of this section, after the Distribution, the historical
(pre-Distribution) financial data of Marcam Solutions will be identical to the
actual financial data of Marcam set forth below. Except for certain pro forma
financial information which gives effect to the Distribution and certain
related transactions, this data will include data relating to the MAPICS
product line and, consequently, will not reflect Marcam Solutions as if it had
been operated as a separate entity. See "The Distribution Proposal--Accounting
Treatment," "Marcam Selected Consolidated Financial Data" and "Marcam
Solutions, Inc. Pro Forma Consolidated Financial Statements."

<TABLE>
<CAPTION>
Fiscal Years Ended September 30,
---------------------------------------------------------------------------
Pro
Forma
1992 1993 1994 1995 1996 1996(B)
--------- ------------ ------------ ------------- ------------ ------------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations Data:
Revenues:
License ..................... $56,239 $ 64,754 $ 92,974 $ 105,232 $ 93,137 $ 47,796
Services ..................... 42,083 59,523 79,902 97,100 108,287 76,026
-------- --------- -------- --------- --------- ---------
Total revenues ............ 98,322 124,277 172,876 202,332 201,424 123,822
Total operating expenses ...... 87,510 138,706 173,271 231,703 217,219 160,593
-------- --------- -------- --------- --------- ---------
Operating income (loss) ...... 10,812 (14,429) (395) (29,371) (15,795) (36,771)
Other income (expense) ...... 220 (75) (1,361) (2,352) (5,945) (5,945)
Income tax expense (benefit) 4,354 (1,820) (738) 2,634 4,586 4,160
-------- --------- -------- --------- --------- ---------
Net income (loss) ............ $ 6,678 $ (12,684) $ (1,018) $ (34,357) $ (26,326) $ (46,876)
======== ========= ======== ========= ========= =========
Net income (loss) per
common share ............... $ 0.72 $ (1.25) $ (0.09) $ (3.05) $ (2.31) $ (6.79)
======== ========= ======== ========= ========= =========
Weighted average number of
common shares outstanding ... 9,337 10,173 11,027 11,268 11,384 6,900
======== ========= ======== ========= ========= =========

<CAPTION>
Six Months Ended March 31,
---------------------------------------
Pro
Forma
1996 1997 1997(B)
------------- ------------ ------------
(In thousands, except per share data)
<S> <C> <C> <C>
Statement of Operations Data:
Revenues:
License ..................... $ 41,408 $ 38,084 $ 12,756
Services ..................... 56,021 51,467 32,630
--------- -------- ---------
Total revenues ............ 97,429 89,551 45,386
Total operating expenses ...... 104,745 94,546 60,953
--------- -------- ---------
Operating income (loss) ...... (7,316) (4,995) (15,567)
Other income (expense) ...... (4,252) (1,420) (1,420)
Income tax expense (benefit) 2,041 2,001 1,712
--------- -------- ---------
Net income (loss) ............ $ (13,609) $ (8,416) $ (18,699)
========= ======== =========
Net income (loss) per
common share ............... $ (1.20) $ (0.73) $ (2.54)
========= ======== =========
Weighted average number of
common shares outstanding ... 11,358 11,459 7,355
========= ======== =========

</TABLE>

<TABLE>
<CAPTION>
As of September 30, As of March 31, 1997
-------------------------------------------------- --------------------------
1992 1993 1994 1995 1996 Actual Pro Forma(B)
-------- -------- --------- --------- ------------ ------------ -------------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents ...... $9,899 $4,220 $10,463 $27,312 $ 21,817 $ 20,047 $19,195
Working capital (deficit)(C) ... 16,511 8,844 8,300 645 (15,452) (17,724) 35,275
Total assets .................. 64,205 97,396 128,948 146,852 132,202 125,265 117,619
Long-term liabilities ......... 3,956 22,026 35,483 26,359 26,525 26,297 1,297
Stockholders' equity ............ 33,789 36,961 38,126 26,646 11,674 4,696 59,074

</TABLE>

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

(A) See Notes to Consolidated Financial Statements of Marcam appearing
elsewhere in this Proxy Statement/Prospectus.

(B) Adjusted to give effect to the Distribution, the transfer for accounting
purposes of Marcam's $25.0 million 9.82% Subordinated Notes due 2001 to
MAPICS, the $39.0 million promissory note from MAPICS, and other
adjustments to reflect tax provisions and resultant deferred tax
liabilities as calculated on a separate-return basis.

(C) Includes $5.5 million, $13.4 million, $18.0 million, $38.2 million, $39.2
million and $46.7 million of deferred revenue at September 30, 1992, 1993,
1994, 1995 and 1996 and March 31, 1997, respectively.

16
<PAGE>

MARCAM SOLUTIONS RISK FACTORS

This Proxy Statement/Prospectus contains forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. Actual results could differ materially from those projected in
the forward-looking statements as a result of the risk factors set forth below,
as well as those discussed elsewhere in this Proxy Statement/Prospectus,
including, but not limited to, those discussed in "Management's Discussion and
Analysis of Pro Forma Financial Condition and Results of Operations of Marcam
Solutions," "MAPICS Risk Factors," "Business of MAPICS" and "Business of Marcam
Solutions," as well as those discussed elsewhere in this Proxy
Statement/Prospectus. In addition to the other information in this Proxy
Statement/Prospectus, the following risk factors should be considered carefully
in evaluating Marcam Solutions and its business in connection with evaluating
the Distribution and the Marcam Solutions Common Stock to be distributed in
connection therewith.

Recent Operating Losses; Lack of Liquidity. On a pro forma basis, Marcam
Solutions has incurred net losses of $46.9 million and $18.7 million for the
fiscal year ended September 30, 1996 and the six months ended March 31, 1997,
respectively. At March 31, 1997, on a pro forma basis, Marcam Solutions'
accumulated deficit was $19.4 million. It is currently expected that quarterly
net losses will continue through at least the first quarter of fiscal 1998
(which ends on December 31, 1997). There can be no assurance that Marcam
Solutions will be profitable thereafter or that profitability, if achieved,
will be sustained. In order to support the anticipated growth of its business,
Marcam Solutions expects to continue to invest in its marketing and sales and
product development activities. Marcam Solutions' expenses for these and other
activities are based in significant part on its expectations regarding future
revenue and are fixed to a large extent in the short term. Marcam Solutions may
be unable to adjust spending in a timely manner to compensate for any
unexpected revenue shortfalls.

Marcam Solutions' management believes that achievement of profitability
and positive cash flow from operations as soon as possible is essential.
Management currently believes that a combination of cost reductions and
increased revenues is necessary to achieve this result. Marcam Solutions'
business and operating expense structure have been reviewed to identify
opportunities for cost reductions. As a result, actions have been initiated to
reduce operating expenses and to write off certain intangible assets. These
actions, together with the costs associated with the Distribution, will result
in a charge of approximately $22.0 million in the fiscal quarter ending June
30, 1997. Of this amount, approximately $7.5 million relates principally to
reductions in staffing throughout the business except the Protean and Avantis
development organizations, and the closing of certain European facilities. An
additional $12.0 million of this charge relates to the write-off of the
capitalized software development costs relating to the Protean and Avantis.Pro
product lines. This write-off resulted from lower than expected revenue from
these product lines during fiscal 1997 and the continuing uncertainty regarding
market acceptance of, and significant revenue generation from, these product
lines in the near future. Marcam Solutions believes the introduction of
enhanced versions of its Protean and Avantis.Pro products will provide it with
more competitive offerings, which it currently expects will generate increasing
revenues over the longer term. Further, the currently anticipated costs
associated with the Distribution are $2.5 million.

In addition, Marcam Solutions has undertaken a number of actions designed
to increase revenues, including introducing enhanced versions of its Protean
and Avantis.Pro products designed to make them more competitive and refocusing
its sales and marketing efforts on the PRISM product line. There can be no
assurance, however, that such actions will result in increased revenues or
that, when combined with any cost reductions, will result in Marcam Solutions'
achieving profitability or positive cash flow from operations. Failure to
achieve profitability or positive cash flows from operations would materially
and adversely affect Marcam Solutions' financial condition. See "Management's
Discussion and Analysis of Pro Forma Financial Condition and Results of
Operations of Marcam Solutions" and "Marcam Management's Discussion and
Analysis of Financial Condition and Results of Operations."

Marcam Solutions has used cash during fiscal years 1996 and 1997 to fund
strategic investments, in particular substantial expenditures for marketing and
selling activities and for new product development, and operating losses.
During the remainder of 1997 and 1998, Marcam Solutions currently intends to
make similar investments. In addition, Marcam Solutions currently expects to
use approximately $9.0 million in cash to fund the restructuring actions to be
taken in the third fiscal quarter of 1997 and the costs of the Distribution.
Marcam Solutions' objective is to fund these investments, restructuring actions
and costs and any losses primarily with cash from improved operations, any
available cash transferred to Marcam Solutions by Marcam, and proceeds from the
payment of the Note. Marcam Solutions' ability to generate cash from operations
depends upon, among other things, revenue growth, completion and market
acceptance of its Protean and Avantis.Pro products, success in enhancing and
selling

17
<PAGE>

its current AS/400-based families of products, improvements in operating
productivity, and payment terms and collection of accounts receivable. There
can be no assurance that Marcam Solutions' operations will generate sufficient
cash to finance its activities. Until operations improve to meet its cash
requirements, Marcam Solutions will need to rely on existing cash resources and
payments on the Note.

MAPICS currently intends to repay the Note with a portion of the net
proceeds from an underwritten public offering of the common stock of MAPICS
(the "Proposed MAPICS Public Offering") or a debt financing which would be
consummated in lieu of or in combination with the Proposed MAPICS Public
Offering (the "Proposed Debt Financing"). On April 30, 1997, Marcam filed a
Registration Statement on Form S-3 with the Commission relating to the Proposed
MAPICS Public Offering. The Proposed MAPICS Public Offering is conditioned upon
the completion of the Distribution and will not occur until after the
Distribution, if at all. Marcam is also currently negotiating with a number of
lenders regarding the Proposed Debt Financing. There can be no assurance that
the Proposed MAPICS Public Offering, the Proposed Debt Financing or a
combination thereof will be completed. If neither the Proposed MAPICS Public
Offering nor the Proposed Debt Financing is completed, MAPICS will be required
to repay the Note from its other cash resources, including cash generated from
operations and borrowings under its revolving credit facility. While the
payment terms of the Note have been established with consideration for the
projected cash flows and borrowing capacities of both MAPICS and Marcam
Solutions, absent the Proposed MAPICS Public Offering, the Proposed Debt
Financing or a combination thereof, there can be no assurance that MAPICS will
have sufficient cash resources to make the scheduled payments under the Note on
a timely basis or that any such payments will satisfy Marcam Solutions' cash
requirements. Under such circumstances, MAPICS and Marcam Solutions would be
required to borrow money to satisfy all or a portion of their cash
requirements. MAPICS' failure to make payments under the Note as scheduled
would have a material adverse effect on the financial condition of Marcam
Solutions. After the Distribution is completed, MAPICS will not be obligated to
provide Marcam Solutions with any additional funding other than through the
payment of the Note. See "The Distribution Proposal--The Asset Transfers."

Marcam Solutions currently anticipates that cash from operations, its
available cash and payments on the Note will be sufficient to fund its
operations and other cash needs through at least fiscal year 1998. If, however,
such sources prove insufficient, Marcam Solutions will be required to make
changes in operations or seek additional debt or equity financing. Marcam
Solutions currently believes that, after completion of the Distribution, its
borrowing capacity will be limited to revolving lines of credit with borrowing
availability based on qualifying accounts receivable. There can be no
assurances that such a revolving line of credit or any other additional debt or
equity financing will be available or available on terms acceptable to Marcam
Solutions. The continued incurrence of operating losses by Marcam Solutions or
the failure of MAPICS to make timely payments under the Note would have a
material adverse affect on Marcam Solutions' business, financial condition and
results of operations.

Variability of Quarterly Results. Marcam Solutions has experienced
fluctuations in its quarterly operating results and anticipates that such
fluctuations will continue and may intensify. Marcam Solutions' quarterly
operating results are affected by a number of factors that could materially and
adversely affect revenues and profitability, including the relatively long
sales cycles for Marcam Solutions' products; the size and timing of license
transactions; the demand for Marcam Solutions' products; the proportion of
revenues attributable to license fees versus services fees; changes in the
level of operating expenses; the potential for delay or deferral of customer
purchases of Marcam Solutions' software; the timing of the introduction or
market acceptance of new or enhanced products offered by Marcam Solutions or
its competitors; changes in customer budgets; and the general economic and
political conditions and other factors affecting capital expenditures by
customers. Marcam Solutions' sales cycle typically ranges from three to twelve
months, and the cost of acquiring its software and associated computer hardware
and of training system users, represents a significant expenditure for
customers. The purchase of Marcam Solutions' products and services may involve
a significant commitment of capital and other resources by its customers with
the attendant delays frequently associated with large capital expenditures and
authorization procedures within an organization. Accordingly, the sales cycles
for Marcam Solutions' products and services are subject to a number of
significant risks over which Marcam Solutions has little or no control,
including customers' budgetary constraints and internal authorization
procedures.

Marcam Solutions' revenues occur predominantly in the third month of each
quarter and tend to be concentrated in the latter half of that third month.
Accordingly, Marcam Solutions' quarterly operating results are difficult to
predict and delays in product delivery or in closings of sales near the end of
a quarter could cause quarterly

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revenues and, to a greater degree, net income to fall substantially short of
anticipated levels. Marcam Solutions' relatively long sales cycle and variable
average revenue per transaction, together with fixed short-term expenses, such
as marketing, sales and product development expenditures, can cause significant
variations in operating results from quarter to quarter, if projected revenues
are not realized in the expected period.

There can be no assurance that Marcam Solutions will be able to achieve or
maintain profitability in the future or that its levels of profitability will
not vary significantly between quarterly periods. Further, it is possible that
Marcam Solutions' operating results could fail to meet the expectations of
securities analysts or investors. In such event, or in the event that adverse
conditions in the manufacturing or enterprise resource planning ("ERP")
marketplace prevail or are perceived to prevail, the price of Marcam Solutions
Common Stock and Marcam Solutions' business, financial condition and results of
operations would likely be materially adversely affected.

Limited Relevance of Certain Historical Financial Information. Although
the Marcam Solutions Common Stock will be distributed to the Marcam
stockholders, because of the relative significance of Marcam's business
relating to the PRISM, Protean and Avantis product lines, the Distribution will
be recorded for accounting purposes as a disposal of the business relating to
the MAPICS product line. Accordingly, the consolidated financial statements of
Marcam included elsewhere in this Proxy Statement/Prospectus will become the
historical consolidated financial statements of Marcam Solutions after the
Distribution. After the Distribution, Marcam Solutions' financial statements
will reflect the Distribution as a disposal of the MAPICS product line as of
the Distribution Date and will not be restated to remove the effects of the
prior operating results of the MAPICS business. The historical financial
statements of Marcam do not reflect what the financial position, results of
operations or cash flows would have been had Marcam Solutions been a separate,
stand-alone entity during the periods presented, because they include financial
information relating to the MAPICS product line. In addition, the unaudited pro
forma financial information of Marcam Solutions included elsewhere in this
Proxy Statement/Prospectus is for informational purposes only and may not
necessarily reflect future results of operations and financial position or what
the results of operations or financial position would have been had Marcam
Solutions been operating as a separate entity. See "The Distribution
Proposal--Accounting Treatment" and "Marcam Solutions, Inc. Pro Forma
Consolidated Financial Statements."

New Products and Technological Change. The market for Marcam Solutions'
ERP software products is characterized by rapid technological advances,
evolving industry standards in computer hardware and software technology,
changes in customer requirements and frequent new product line introductions
and enhancements. Marcam Solutions' future success will depend on its ability
to continue to enhance its current product lines and to develop and introduce
new products that keep pace with technological developments, satisfy
increasingly sophisticated customer requirements and achieve market acceptance.
Marcam Solutions must continue to anticipate and respond adequately to advances
in standard business applications software and client/server solutions, as well
as object-oriented technology. There can be no assurance that Marcam Solutions
will be successful in developing and marketing, on a timely and cost-effective
basis, functioning product enhancements or new products that respond to
technological advances by its competitors or that its new products will achieve
market acceptance.

Marcam Solutions is currently facing the challenges of a product and
technology transition. In particular, many of Marcam Solutions' software
products (such as PRISM and Avantis.XA products) are designed to operate on
International Business Machines Corporation's ("IBM") proprietary hardware,
including IBM's AS/400 computer systems. Marcam Solutions must continue to
invest in enhancements and support for these products in a cost-
effective manner. Marcam Solutions' newest products (such as Protean and
Avantis.Pro) are designed to be platform independent and utilize object
technology. Products embodying this technology are just beginning to be
introduced into the existing ERP marketplace. There can be no assurance that
such products will be accepted by users to a significant degree or at all.
During the six months ended March 31, 1997, Marcam Solutions derived no
revenues from the licensing of its Protean products. As a result of the
complexities inherent in the functionality and performance demanded by ERP
software customers, major new product enhancements and new products can require
long development and testing periods to achieve market acceptance. In addition,
ERP software programs as complex as those offered by Marcam Solutions may
contain errors which are discovered only after a product has been installed and
used by customers despite testing by Marcam Solutions. There can be no
assurance that undetected errors will not impair the market acceptance of these
products or adversely affect Marcam Solutions' operating results. Marcam
Solutions has from time to time experienced problems with customers not being
able to install or implement certain of its new product releases and with
product performance, including problems related to

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product functionality, scalability, product response time and program errors.
Currently, Marcam Solutions is not aware of any product implementation issues
which have not been addressed or are not currently being addressed by it. There
can be no assurance that the problems encountered by customers installing and
implementing new releases or with the performance of Marcam Solutions' products
will not arise in the future, and if such problems arise, that such problems
will not have a material adverse effect on Marcam Solutions' business,
financial condition and results of operations.

Dependence on IBM's AS/400. Substantially all of Marcam Solutions'
revenues have been derived from products designed to operate primarily on IBM's
AS/400 series of computers. Therefore, until Marcam Solutions' Protean and
Avantis.Pro products, which are designed to be platform independent, achieve
market acceptance, if at all, Marcam Solutions' future revenues will be
primarily derived from and dependent upon the continued widespread use of the
AS/400 and the continued support of the AS/400 by IBM. While Marcam Solutions
believes that customers will continue to use, and IBM will continue to support,
the AS/400, there can be no assurance of such continued use or support and the
loss of either would have a material adverse effect on Marcam Solutions'
operating results. Marcam Solutions will be required and intends to continue to
devote resources to supporting its installed base of AS/400 customers. In
addition, in order to retain its AS/400 customers, Marcam Solutions may be
required to adapt its products to any changes made in the AS/400 operating
system in the future. Marcam Solutions' inability to adapt to future changes in
the AS/400 operating system, or delays in doing so, could have a material
adverse effect on Marcam Solutions' business, financial condition and results
of operations. See "Business of Marcam Solutions--Industry Background."

Competition. The market for business software within the process
manufacturing industry is highly competitive, changes rapidly and is to a
significant degree affected by new product introductions and other market
activities of industry participants. Marcam Solutions' products and related
services and in particular the PRISM and Avantis.XA products are targeted at
the market for business applications software for use with the IBM AS/400.
Marcam Solutions' Protean and Avantis.Pro product lines are designed to be
platform independent. Marcam Solutions' current and prospective competitors
offer a variety of products which address these and similar markets. Marcam
Solutions' primary competition comes from a large number of independent
software vendors, including Baan, N.V., J.D. Edwards and Company, Inc., Oracle
Corporation, Ross Systems, Inc., SAP AG and System Software Associates, Inc.
Marcam Solutions also experiences some competition from vendors of specialized
applications.

The principal competitive factors in the market for ERP software and
services include product functionality, technology, quality, performance,
reliability, ease-of-use, size of installed base, service, vendor reputation
and financial stability. Marcam Solutions believes that its products currently
compete favorably on the foregoing bases, although in certain instances, it may
be at a competitive disadvantage against companies with greater financial,
marketing, service, support and technological resources, and greater name
recognition. Marcam Solutions believes its competitive strengths include its
process industry expertise, its proven functional leadership and customer
implementation results and its long-term vision and early leadership position
with object technology.

Certain of Marcam Solutions' competitors have significantly greater
financial, marketing, service, support and technical resources, and greater
name recognition than Marcam Solutions. In order to be successful in the
future, Marcam Solutions must continue to respond promptly and effectively to
the challenges of technological change and its competitors' innovations. Marcam
Solutions' competitors may be able to respond more quickly to new or emerging
technologies or changes in customer requirements or devote greater resources to
the development, promotion and sale of their products than Marcam Solutions.
Marcam Solutions also expects to face additional competition as other
established and emerging companies enter the market for business software and
new technologies are introduced for alternative platforms. In addition, current
and potential competitors may make acquisitions or establish alliances among
themselves or with third parties, thereby increasing the ability of their
products to address the needs of Marcam Solutions' prospective customers.
Accordingly, it is possible that new competitors or alliances among current and
new competitors may emerge and rapidly gain significant market share, resulting
in price or fee rate reductions, fewer customer orders and reduced gross
margin, any one of which could have a material adverse effect on Marcam
Solutions' business, financial condition and results of operations. There can
be no assurance that Marcam Solutions will be able to compete successfully with
existing or new competitors or that competition will not have a material
adverse effect on Marcam Solutions' business, financial condition and results
of operations. In addition, because Marcam Solutions relies in part on a
network of distribution affiliates

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for implementation and other support of its products, there can be no assurance
that these affiliates will maintain sufficiently high quality standards so that
Marcam Solutions' reputation and competitive position will not be adversely
affected. See "Business of Marcam Solutions--Marketing and Sales" and
"--Competition."

Dependence on Key Personnel; Ability to Attract and Retain Skilled
Personnel. Marcam Solutions' future performance depends to a significant extent
upon the continued service of a number of senior management and key technical
personnel. None of Marcam Solutions' employees is bound by an employment
agreement. The loss of the services of one or more key employees could have a
material adverse effect on Marcam Solutions. Marcam Solutions' future financial
results also will depend in large part upon its ability to attract on a timely
basis and retain highly skilled technical, managerial and marketing personnel
and the ability of its officers and key employees to manage growth successfully
and to continue successful development of new products and enhancements to
existing products. Competition for such personnel is intense and is likely to
intensify further as companies compete to hire personnel. Marcam Solutions
competes in the market for such personnel against numerous companies, including
larger, more established companies with significantly greater financial
resources than Marcam Solutions. There can be no assurance that Marcam
Solutions will be successful in attracting and retaining the personnel it
requires to develop successfully new and enhanced products. The inability of
Marcam Solutions to attract or retain key personnel could have a material
adverse effect on Marcam Solutions' business, financial condition and results
of operations. See "Business of Marcam Solutions--Employees" and "Management of
Marcam Solutions."

Dependence on Worldwide Manufacturing Industry. Marcam Solutions' business
depends substantially upon the capital expenditures of manufacturers, which
expenditures depend in part upon the demand for such manufacturers' products. A
recession or other adverse events affecting the worldwide manufacturing
industry served by Marcam Solutions could affect such demand, forcing
manufacturers in Marcam Solutions' target market to curtail or postpone capital
expenditures on business information systems. Any such change in the amount or
timing of capital expenditures in its target market could have a material
adverse effect on Marcam Solutions' business, financial condition and results
of operations.

Uncertain Protection of Proprietary Technology. Marcam Solutions' success
is heavily dependent upon protection of its proprietary software. Marcam
Solutions relies on a combination of patent, copyright, trademark and trade
secret laws and license and non-disclosure agreements, to establish and protect
its proprietary rights in its products. Marcam Solutions has obtained a patent
on a method for modeling production processes, which is embodied in the PRISM
and Protean products. Marcam Solutions has also obtained a patent on a method
for managing how computer programs communicate with each other across dispersed
systems and different release levels of software throughout an enterprise,
which is also embodied in the PRISM database. Marcam Solutions is seeking U.S.
and foreign patent protection on key aspects of its Protean product line.
Marcam Solutions protects many of its software modules as trade secrets and
unpublished copyrighted works. Marcam Solutions enters into confidentiality
and/or license agreements with its employees, distributors, customers and
potential customers, and limits access to and distribution of its software,
documentation and other proprietary information. There can be no assurance,
however, that despite these precautions, an unauthorized third party will not
copy or reverse-engineer certain portions of Marcam Solutions' products or
obtain and use information that Marcam Solutions regards as proprietary. Marcam
Solutions typically makes the source code for many of its AS/400-based modules
available to its customers. In addition, the laws of some foreign countries do
not protect Marcam Solutions' proprietary rights to the same extent as do the
laws of the U.S. There can be no assurance that the mechanisms used by Marcam
Solutions to protect its software will be adequate or that Marcam Solutions'
competitors will not independently develop software products that are
substantially equivalent or superior to Marcam Solutions' software products.

In the future Marcam Solutions may receive notices claiming that it is
infringing the proprietary rights of third parties and there can be no
assurance that Marcam Solutions will not become the subject of infringement
claims or legal proceedings by third parties with respect to current or future
products. In addition, Marcam Solutions may initiate claims or litigation
against third parties for infringement of Marcam Solutions' proprietary rights
or to establish the validity of Marcam Solutions' proprietary rights. Any such
claim could be time consuming, result in costly litigation, cause product
shipment delays or force Marcam Solutions to enter into royalty or license
agreements rather than dispute the merits of such claims. Moreover, an adverse
outcome in litigation or similar adversarial proceedings could subject Marcam
Solutions to significant liabilities to third parties, require the expenditure
of significant resources to develop non-infringing technology, require disputed
rights to be licensed from others or require Marcam Solutions to cease the
marketing or use of certain products, any of which could

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<PAGE>

have a material adverse effect on Marcam Solutions' business, financial
condition and results of operations. To the extent Marcam Solutions desires or
is required to obtain licenses to proprietary rights of others, there can be no
assurance that any such licenses will be made available on terms acceptable to
Marcam Solutions, if at all. Claims against Marcam Solutions, with or without
merit, as well as claims initiated by Marcam Solutions against third parties,
can be time consuming and expensive to defend, prosecute or resolve. The
inability to effectively protect its proprietary technology or the necessity of
prosecuting or defending infringement claims could have a material adverse
affect on the business, financial condition or results of operations of Marcam
Solutions. See "Business of Marcam Solutions--Proprietary Rights and
Technology."

Risks Associated with International Operations and Currency
Fluctuations. A material portion of Marcam Solutions' business comes from
outside the U.S. Marcam Solutions derived approximately 43%, 53% and 50% of its
total revenues from customers located outside of the U.S. in fiscal years 1994,
1995 and 1996, respectively. Marcam Solutions believes that its growth and
profitability will require expansion of its sales in international markets. To
successfully expand international sales, Marcam Solutions has utilized, and
will continue to utilize, substantial resources to enlarge existing foreign
operations, establish additional foreign operations and hire additional
personnel. International expansion of Marcam Solutions' operations has
required, and will continue to require, Marcam Solutions to translate and
localize its software modules. To the extent Marcam Solutions is unable to
expand its international operations or translate and localize its application
modules in a timely manner, it is likely to adversely impact Marcam Solutions'
operating results. In addition, even if international operations are
successfully expanded, there can be no assurance that Marcam Solutions will be
able to maintain or increase international market presence or demand for its
products.

Risks inherent in Marcam Solutions' international business activities
include imposition of government controls, restrictions on the export of
critical technology, political and economic instability (including fluctuations
in foreign currency exchange rates), trade restrictions, difficulties in
staffing international offices, longer accounts receivable payment collection
cycles in certain countries, burdens of complying with a wide variety of
foreign laws and regulations, management of an organization spread over various
countries, unexpected changes in regulatory requirements and overlap of
different tax structures. In addition, effective copyright, trademark and trade
secret protection may not be available in every foreign country in which Marcam
Solutions sells its products. As a result of the continued expansion of Marcam
Solutions' international operations, the fluctuations in the value of foreign
currencies in which Marcam Solutions conducts its business may cause currency
transaction gains and losses. To date, currency transaction gains and losses
have not been material. However, due to the number of foreign currencies
involved, the constantly changing currency exposures and volatility of currency
exchange rates, Marcam Solutions cannot predict the effect of exchange rate
fluctuations upon future operating results. Marcam Solutions' business,
financial condition and results of operations could be materially adversely
affected by any of these factors.

Risks of Product Liability. Marcam Solutions' products are generally used
to manage data critical to large organizations. As a result, the sale and
support of products by Marcam Solutions may entail the risk of product
liability claims. While Marcam Solutions' license agreements with its customers
typically contain provisions designed to limit Marcam Solutions' exposure to
potential product liability claims, it is possible that such limitations of
liability provisions may not be effective under the laws of all jurisdictions.
In addition, Marcam Solutions is insured for product liability protection
against claims for personal injury or damage to property, as well as for
customer losses for which Marcam Solutions is liable, although such insurance
may not be sufficient to cover all claims in the event the limitation of
liability provisions contained in Marcam Solutions' license agreements are not
effective. Although Marcam Solutions has not experienced any significant
product liability claims to date, there can be no assurance that Marcam
Solutions will not be subject to such claims in the future. A successful
product liability claim brought against Marcam Solutions could have a material
adverse effect on Marcam Solutions' business, financial condition and results
of operations. Moreover, defending such a suit, regardless of its merits, could
entail substantial expense and require the time and attention of key management
personnel, either of which could have a material adverse effect on Marcam
Solutions' business, financial condition and results of operations.

Absence of History as a Stand-Alone Public Company. Marcam Solutions has
never operated as a stand-alone company. Certain of Marcam Solutions' senior
executive officers have had limited management experience as senior executives
in public companies. In anticipation of being established as a stand-alone
entity, Marcam Solutions has reviewed its business and operations and is
implementing certain organizational changes. However, there can be no assurance
that these changes or that the separation from MAPICS will not have an adverse
impact on Marcam

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<PAGE>

Solutions' business, financial condition and results of operations. In fiscal
years 1994, 1995 and 1996 and the first six months of 1997, MAPICS made net
cash transfers to Marcam Solutions of $14.3 million, $16.5 million, $15.2
million and $6.5 million, respectively.

Tax Consequences. Marcam has requested the Private Letter Ruling from the
IRS to the effect, among other things, that, except with respect to the
distribution of Marcam Solutions Common Stock to certain non-United States
persons and certain other aspects of the Distribution, including certain
restructuring transactions to be consummated in connection with the
Distribution, the distribution of Marcam Solutions Common Stock to Marcam's
stockholders will be tax-free to Marcam and its stockholders. However, if the
Private Letter Ruling has not been issued by the IRS by the date when all other
conditions to the Distribution have been satisfied, the Board reserves the
right to effect the Distribution in reliance on the Tax Opinions. See "The
Distribution Proposal--Certain Federal Income Tax Aspects of the Distribution"
and "--Conditions; Termination."

Conditions to the Distribution. The Distribution is conditioned upon,
among other things, stockholder approval of the Distribution Proposal at the
Meeting and receipt of either the Private Letter Ruling from the IRS or, at the
option of the Board, the Tax Opinions. Even if all conditions are satisfied,
the Board has reserved the right to abandon, defer or modify the Distribution
at any time prior to the Distribution Date. In particular, the Board may decide
to abandon, defer or modify the Distribution and any related transactions if it
determines that the Proposed MAPICS Public Offering, the Proposed Debt
Financing or both are impracticable or unlikely to be completed. Additionally,
the Board may, within its discretion, modify procedures or other transaction
details necessary to effectuate the Distribution, the Proposed MAPICS Public
Offering or the Proposed Debt Financing. The Board will not and may not,
however, make any changes in the terms of the Distribution after the
transaction is approved unless the Board determines that such changes would not
be materially adverse to the Marcam stockholders. Any changes in the terms of
the Distribution after the Distribution Proposal is approved by the
stockholders will be reflected in the Form 10 to be mailed to the stockholders
in connection with the Distribution. See "The Distribution Proposal--Certain
Federal Income Tax Aspects of the Distribution" and "Conditions; Termination."

Relationship with MAPICS. Marcam Solutions will enter into certain
agreements with MAPICS which will govern certain aspects of the parties'
relationship on an ongoing basis that may be material to the conduct of Marcam
Solutions' business, including the provision of certain administrative
services, and indemnification obligations related to the Distribution. These
agreements would have a material adverse effect on Marcam Solutions' business,
financial condition and results of operations if such agreements result in
significant liabilities to Marcam Solutions. See "The Distribution
Proposal--Relationship Between MAPICS and Marcam Solutions After the
Distribution." The Chief Financial Officer of Marcam is also the Chief
Financial Officer of Marcam Solutions. Following the Distribution this person
will not be the Chief Financial Officer of MAPICS but will become a director of
MAPICS, while continuing to serve as Marcam Solutions' Chief Financial Officer.
See "Management of MAPICS" and "Management of Marcam Solutions." This person
may have conflicts of interest with respect to matters potentially or actually
involving or affecting MAPICS and Marcam Solutions. Such matters may require
consultation by such person with his legal advisors or a vote only of the
disinterested directors of MAPICS, concerning specific matters presented to the
Board of Directors of MAPICS. Notwithstanding such precautions, there can be no
assurance that any such potential conflict will be resolved in a manner that
will not adversely affect the interests of Marcam Solutions. See "The
Distribution Proposal--Relationship Between MAPICS and Marcam Solutions After
the Distribution."

No Current Market for Marcam Solutions Common Stock. There is currently no
public market for Marcam Solutions Common Stock and there can be no assurance
as to the prices at which trading in Marcam Solutions Common Stock will occur
prior to the Distribution on a "when-issued" basis or after the Distribution.
Marcam Solutions has filed an application to list the Marcam Solutions Common
Stock and the associated Marcam rights on the Nasdaq National Market. Until
Marcam Solutions Common Stock is fully distributed and an orderly market
develops, the prices at which trading in such stock occur may fluctuate
significantly. The prices at which Marcam Solutions Common Stock trades will be
determined by the marketplace and may be influenced by many factors, including,
among others, the depth and liquidity of the market for Marcam Solutions Common
Stock, investor perception of Marcam Solutions, the PRISM, Protean and Avantis
product lines and the market for ERP software applications generally, the
announcement of new products or product enhancements by Marcam Solutions or its
competitors, quarterly variations in Marcam Solutions' operating results or
operating results of its competitors or companies in related industries,
changes in earnings or revenue estimates or recommendations by securities
analysts,

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developments in Marcam Solutions' industry, general market conditions and other
factors, including factors unrelated to the operating performance of Marcam
Solutions or its competitors. Such factors and fluctuations, as well as general
economic, political and market conditions, such as recessions, could materially
and adversely affect the market price of Marcam Solutions Common Stock. Such
prices may also be affected by certain provisions of Marcam Solutions' charter
and by-laws, the preferred stock purchase rights and other matters described in
this Proxy Statement/Prospectus which may have an anti-takeover effect. See
"The Distribution Proposal--Listing and Trading of Marcam Solutions Common
Stock."

Anti-Takeover Provisions; Rights Plan; Issuance of Preferred Stock. Marcam
Solutions' certificate of incorporation and by-laws contain provisions that may
make it more difficult for a third party to acquire, or discourage acquisition
bids for, or discourage changes in management of, Marcam Solutions. These
provisions could limit the price that certain investors might be willing to pay
in the future for shares of Marcam Solutions Common Stock. Also, Marcam
Solutions has adopted a Shareholder Rights Plan, pursuant to which Marcam
Solutions is distributing to its stockholders rights to purchase shares of
junior participating preferred stock (the "Rights Plan"). Upon certain
triggering events, such rights become exercisable to purchase Marcam Solutions
Common Stock at a price substantially discounted from the then applicable
market price of Marcam Solutions Common Stock. The Marcam Solutions Rights Plan
could generally discourage a merger or tender offer involving the securities of
Marcam Solutions that is not approved by the Marcam Solutions Board by
increasing the cost of effecting any such transaction and, accordingly, could
have an adverse impact on stockholders who might want to vote in favor of such
merger or participate in such tender offer. In addition, shares of Marcam
Solutions' Preferred Stock may be issued in the future without further
stockholder approval and upon such terms and conditions, and having such
rights, privileges and preferences, as the Marcam Solutions Board may
determine. The rights of the holders of Common Stock are subject to, and may be
adversely affected by, the rights of any holders of Preferred Stock that may be
issued in the future. The issuance of Preferred Stock, while providing
desirable flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from acquiring, a
majority of the outstanding voting stock of Marcam Solutions. Marcam Solutions
has no present plans to issue any shares of Preferred Stock. The Marcam
Solutions Board is divided into three classes, each of which serves for a
staggered three-year term. Such staggered Board may make it more difficult for
a third party to gain control of the Marcam Solutions Board. The By-laws impose
various procedural and other requirements that could make it more difficult for
stockholders to effect certain corporate actions. See "Description of Marcam
Solutions Capital Stock."

THE SPECIAL MEETING

This Proxy Statement/Prospectus is furnished in connection with the
solicitation of proxies by the Board of Directors (the "Board") of Marcam
Corporation ("Marcam") for use at a Special Meeting of Stockholders of Marcam
to be held on Thursday, July 17, 1997, at 9:30 a.m., Boston time, at the
offices of Testa, Hurwitz & Thibeault, LLP, 20th Floor, High Street Tower, 125
High Street, Boston, Massachusetts 02110 and any adjournments thereof (the
"Meeting"). This Proxy Statement/Prospectus and the accompanying notice and
form of proxy were first sent or given to stockholders of Marcam on or about
June 18, 1997.

Purposes of the Special Meeting

At the Meeting, the stockholders of Marcam will consider and vote upon a
proposal (the "Distribution Proposal") to approve the distribution by Marcam of
all of the outstanding shares of common stock, par value $.01 per share (the
"Marcam Solutions Common Stock"), of Marcam Solutions, Inc., a Delaware
corporation and wholly owned subsidiary of Marcam ("Marcam Solutions"), to
Marcam's stockholders on the record date for the distribution and certain
related asset transfers and reorganization transactions (the "Asset
Transfers"), including the transfer by Marcam to Marcam Solutions of the
business, assets and liabilities of the portion of the Company's business
relating to the PRISM, Protean and Avantis product lines and of an aggregate of
$39.0 million in cash (collectively, the "Distribution"). The Distribution is
currently expected to occur on or about July 28, 1997. No consideration will be
paid by Marcam's stockholders for the Marcam Solutions Common Stock distributed
in the Distribution. The Distribution is conditioned upon, among other things,
(i) approval of the Distribution Proposal by Marcam's stockholders at the
Meeting and (ii) receipt of a favorable private letter ruling (the "Private
Letter Ruling") from the Internal Revenue Service ("IRS"), or, at the option of
the Board, opinions from Marcam's special

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tax counsel and independent accountants, with respect to the tax-free nature of
the Distribution. Even if all conditions are satisfied, the Board has reserved
the right to abandon, defer or modify the Distribution at any time prior to the
completion of the Distribution. The Board will not and may not, however, make
any changes in the terms of the Distribution after the Distribution Proposal is
approved by Marcam's stockholders unless the Board determines that such changes
would not be materially adverse to Marcam's stockholders.

After the Distribution, MAPICS and Marcam Solutions will be independent
companies with separate independent boards of directors and management. MAPICS
will continue to operate the portion of Marcam's business relating to the
MAPICS product line. Marcam Solutions will operate the portion of Marcam's
business relating to the PRISM, Protean and Avantis product lines.

At the Meeting, the stockholders will also consider and vote upon
proposals (i) to approve the amendment to Marcam's Restated Articles of
Organization to change the name of Marcam from "Marcam Corporation" to "MAPICS,
Inc." (the "Name Change Proposal"), (ii) to approve an amendment to Marcam's
Restated Articles of Organization to increase the number of shares of Marcam's
common stock, par value $.01 per share (the "Marcam Common Stock"), Marcam is
authorized to issue from 30,000,000 shares to 50,000,000 shares (the "Common
Stock Amendment Proposal"), and (iii) to transact such other business as may
properly come before the Meeting, including any motion to adjourn the Meeting
to a later date to permit further solicitation of proxies, or any postponements
or adjournments thereof.

Voting Rights and Proxy Information

The record date for the determination of stockholders entitled to notice
of and to vote at the Meeting has been fixed by the Board as the close of
business on June 9, 1997 (the "Meeting Record Date"). As of the Meeting Record
Date, 14,785,010 shares (on an as converted basis) of Marcam were outstanding
and entitled to vote at the Meeting. Holders of Marcam Common Stock are
entitled to cast one vote for each share held of record at the close of
business on the Meeting Record Date on each matter submitted to a vote at the
Meeting. Holders of Marcam's Series D Convertible Preferred Stock, par value
$1.00 per share (the "Series D Preferred Stock"), and Marcam's Series E
Convertible Preferred Stock, par value $1.00 per share (the "Series E Preferred
Stock"; the Series D Preferred Stock and the Series E Preferred Stock,
collectively, the "Marcam Preferred Stock"), are entitled, for purposes of
voting on proposals at the Meeting submitted to the holders of all classes and
series of Marcam's outstanding capital stock, to vote (on an as converted
basis) with the holders of Marcam Common Stock as a single class and are
entitled to cast ten votes for each share of Marcam Preferred Stock held of
record at the close of business on the Meeting Record Date. As of the Meeting
Record Date, 225,000 shares of Series D Preferred Stock and 100,000 shares of
Series E Preferred Stock were outstanding.

Any stockholder may revoke a proxy at any time prior to its exercise by
filing a later-dated proxy or a written notice of revocation with the Clerk of
Marcam or by voting in person at the Meeting. If a stockholder is not attending
the Meeting, any proxy or notice should be returned in time for receipt no
later than the close of business on the day preceding the Meeting. The persons
named as attorneys-in-fact in the proxies are directors and officers of Marcam.
Where a proxy is properly signed and returned without indicating any voting
instructions, the shares represented by the proxy will be voted FOR the
approval of the Distribution Proposal, the Name Change Proposal and the Common
Stock Amendment Proposal.

A majority of the outstanding shares of all classes and series of Marcam's
outstanding capital stock entitled to vote at the Meeting, represented at the
Meeting in person or by proxy, shall constitute a quorum for the transaction of
business. Shares voted to abstain and broker "non-votes" are counted as present
or represented for purposes of determining the presence or absence of a quorum
for the Meeting. A "non-vote" occurs when a nominee holding shares for a
beneficial owner votes on one proposal, but does not vote on another proposal
because the nominee does not have discretionary voting power and has not
received instructions from the beneficial owner. An automated system
administered by Marcam's transfer agent tabulates the votes. The vote on each
matter submitted to stockholders is tabulated separately. Abstentions are
included in the number of shares present or represented and voting on each
matter. Broker "non-votes" are not so included.

With regard to the Distribution Proposal, the affirmative vote of at least
two-thirds of the combined voting power of the outstanding shares of all
classes and series of Marcam's capital stock, voting together as a single
class,

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is required for approval. Approval of the Distribution Proposal by such
affirmative vote will also constitute approval of the Asset Transfers for
purposes of Section 75 of the Massachusetts Business Corporation Law, which
governs the sale of substantially all the assets and properties (including
goodwill) of Massachusetts corporations. With respect to the Name Change
Proposal and the Common Stock Amendment Proposal, the affirmative vote of at
least a majority of the combined voting power of the outstanding shares of all
classes and series of Marcam's capital stock, voting together as a single
class, is required for approval. With respect to any other matters that may be
submitted to stockholders at the Meeting, the affirmative vote of at least a
majority of the combined voting power of the shares of all classes and series
of Marcam's capital stock, voting together as a single class, present or
represented, in person or by proxy, and entitled to vote at the Meeting is
required for approval.

Officers, directors and stockholders of Marcam and their affiliates who
collectively own or control approximately 25% of the outstanding shares of all
classes and series of Marcam's capital stock have indicated their present
intention to vote such shares FOR approval of the Distribution Proposal, the
Name Change Proposal and the Common Stock Amendment Proposal.

The Board knows of no other matters to be presented at the Meeting. If any
other matters are properly presented for consideration at the Meeting,
including, among other things, consideration of a motion to adjourn the Meeting
(including for purposes of soliciting additional proxies) to another time
and/or place, the persons named in the enclosed form of proxy and acting
thereunder will have discretion to vote on such matters in accordance with
their best judgment. See "Adjournment of the Special Meeting."

Adjournment of the Special Meeting

If there are not sufficient votes to approve the Distribution Proposal,
the Name Change Proposal or the Common Stock Amendment Proposal at the Meeting,
such proposals could not be approved unless the Meeting were adjourned to
permit further solicitation of proxies from Marcam's stockholders. Proxies that
are being solicited by the Board grant the discretionary authority to vote for
any such adjournment. If it is necessary to adjourn the Meeting, no notice of
the time and place of the adjourned meeting is required to be given to Marcam's
stockholders other than the announcement of such time and place at the Meeting.
The affirmative vote of at least a majority of the combined voting power of the
shares of all classes and series of Marcam's capital stock, voting together as
a single class, present or represented, in person or by proxy, and voting at
the Meeting is required to approve such adjournment, whether or not a quorum is
present at the Meeting.

An adjournment of the Meeting may be necessary because the limited time
between the mailing of the Proxy Statement/Prospectus and the Meeting may
result in the lack of a quorum at the Meeting. In addition, the vote of
two-thirds of the combined voting power of all outstanding shares of all
classes and series of Marcam's capital stock, voting together as a single
class, is required to approve the Distribution Proposal, and not merely
two-thirds of the shares present and voting in person or by proxy. Similarly,
the vote of a majority of the combined voting power of all outstanding shares
of all classes and series of Marcam's capital stock, voting together as a
single class, is required to approve both the Name Change Proposal and the
Common Stock Amendment Proposal, and not merely a majority of the shares
present and voting in person or by proxy. To obtain the requisite vote, it may
be necessary to adjourn the Meeting to solicit additional proxies.

THE DISTRIBUTION PROPOSAL

Background and Reasons for the Distribution

The Board has unanimously decided to divide Marcam into two separate
publicly held companies: one of which will operate the portion of Marcam's
business relating to its PRISM, Protean and Avantis product lines (the "Marcam
Solutions Business") and one of which will operate the portion of Marcam's
business relating to its MAPICS product line (the "MAPICS Business").

Marcam was organized in 1980 as a consulting company to help manufacturers
improve manufacturing efficiency through implementation and customization of
International Business Machines Corporation's ("IBM") manufacturing software.
In 1983, Marcam recognized a need for business planning and control software in
process manufacturing companies that could not be met satisfactorily by
software then being marketed. At that time, Marcam embarked upon a product
development program to design and create application software exclusively for
process

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companies which resulted in the PRISM family of applications. The first PRISM
modules were licensed for commercial use in the first quarter of fiscal 1987.

In 1991, Marcam acquired ShawWare Incorporated ("ShawWare"), a supplier of
maintenance and materials management applications software located outside of
Toronto, Canada. ShawWare's software is designed to help customers achieve more
efficient use of plant and equipment by avoiding unplanned equipment shutdowns,
increasing availability of equipment and skilled maintenance personnel and
reducing maintenance inventories and cost. These products became the basis for
Marcam's Avantis product line.

In February 1993, in an effort to expand its product offerings beyond the
process manufacturing and maintenance management markets, Marcam acquired
exclusive marketing rights to, and began managing the development and support
of, IBM's Manufacturing, Accounting, Production and Information Control System
(MAPICS) product line, which was initially introduced by IBM in 1978 to provide
integrated application software for accounting, manufacturing and logistics for
mid-size discrete manufacturers. In September 1995, Marcam acquired all of the
outstanding capital stock of the company that owned the MAPICS products.

Since 1992, Marcam has been developing its Protean product line, which it
believes is the first fully object-
oriented, mission-critical set of applications for the enterprise resource
planning ("ERP") market. Protean products are being designed to provide a
complete ERP solution with enterprise-level capabilities to manage logistics,
production, procurement, financial and asset management requirements. Created
in an object-oriented architecture, Protean applications are designed to meet a
user's current business needs, while providing the ability to rapidly and
continuously adapt enterprise applications to fit new and evolving requirements
without the time-consuming and costly process of rewriting software code.
Marcam began shipping modules of its Protean product line in June 1994. To
date, Protean products have not yet achieved broad market acceptance.

At the time of the acquisition of the MAPICS product line from IBM, Marcam
expected that significant synergies would develop across its product lines,
including use of common technologies, distribution of products through common
channels and other areas of administrative savings. During the recent past, it
has become clear that synergies would not develop to the extent expected. The
differences in the markets served by Marcam's various product lines caused a
further divergence rather than a convergence of business strategies.

During the past four years, Marcam has faced the challenges of a classic
product and technology transition. Since 1992, Marcam has invested aggressively
in its product development, with particular focus on the object-oriented
technology being developed for the Protean and Avantis product lines. This
object-oriented technology was expected to be used across all of Marcam's
product lines. During late 1996, however, Marcam determined that this
development strategy was not consistent with the demands of the market and
installed base of the MAPICS product line. Marcam has since commenced a revised
development strategy for the MAPICS product line.

Marcam's continued investment in marketing and selling activities and in
product development has been funded primarily from cash generated from
operations, borrowings and equity financings. The MAPICS product line has been
the primary generator of cash from operations, contributing an aggregate net
amount of approximately $52.5 million in cash during the fiscal years ended
September 30, 1994, 1995 and 1996 and the six months ended March 31, 1997.

During each of fiscal years 1994, 1995 and 1996 and the first six months of
fiscal year 1997, Marcam has had net losses. During each of these periods, the
MAPICS Business was profitable, although those profits were more than offset by
losses from Marcam's other activities. As a result of Marcam's continuing
losses, management has had to focus significant efforts on addressing issues
relating to the financing of Marcam's operations, particularly the further
development of the Protean product line, and addressing the concerns of
customers and potential customers regarding the long-term prospects and
viability of Marcam. In the highly competitive ERP applications market, the
long-term prospects and viability of software vendors has become a significant
issue for customers.

In light of these factors, Marcam's management began to consider the
possibility of dividing into two separate independent companies in late 1996.
At a meeting held on November 6, 1996, the Board designated a committee (the
"Committee") to assist management in evaluating this possibility. Between
November 1996 and April 1997, management and the Committee considered various
means for dividing Marcam's business in a manner which would enable a more
specific management focus on each business, facilitate financing the continued
development of the Protean and Avantis product lines and alleviate customer
concerns regarding the viability of both the MAPICS

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<PAGE>

Business and the Marcam Solutions Business. During this period, the Board
considered various aspects of the proposed Distribution at a number of
meetings. The proposal to effect the Distribution was ultimately presented to,
and unanimously approved by, the Board at a special meeting held on April 28,
1997.

The Board unanimously determined that the Distribution is expedient and in
the best interests of Marcam and its stockholders for a number of reasons. The
Distribution is designed to separate portions of Marcam's ERP business that
have different financial, investment and operating characteristics so that each
can adopt business strategies directed at its respective market. The
Distribution will enable each company to concentrate its management attention
and financial resources on the core market opportunities for its product lines,
without regard to the corporate objectives and policies of the other product
lines. After the Distribution, Marcam Solutions will focus on delivering ERP
solutions primarily to process manufacturers, while MAPICS will provide ERP
solutions primarily for discrete and batch-process manufacturers. Management of
the MAPICS Business will be better able to focus on a product development
strategy tailored to serve the needs of its mid-size discrete and batch-process
manufacturing customers, while management of the Marcam Solutions Business will
be better able to focus on its process manufacturing customers through the
continued development of the Protean and Avantis product lines. The Board
believes that the separate companies will be better able to serve their
customers and improve their operating results.

The Board also believes the Distribution will better position each company
to finance its operations and other cash needs. In connection with the
Distribution, Marcam will provide Marcam Solutions approximately $39.0 million
of cash. Up to the total amount of the $39.0 million cash transfer by Marcam
may initially be represented by a promissory note (the "Note"). MAPICS
currently intends to repay the Note shortly after completion of the
Distribution either with the net proceeds from an underwritten public offering
of the common stock of MAPICS or a debt financing which would be consummated in
lieu of or in combination with the proposed public offering. See "The
Distribution Proposal--The Asset Transfers." The Board believes that this cash
contribution, together with cash generated from operations, will be sufficient
to meet Marcam Solutions' working capital and capital expenditure needs through
at least fiscal year 1998. See "Management's Discussion and Analysis of Pro
Forma Financial Condition and Results of Operations of Marcam Solutions" and
"Marcam Solutions, Inc. Pro Forma Consolidated Financial Statements."

After completion of the Distribution and payment of the Note, MAPICS will
be better positioned to use cash generated from its operations to finance its
business strategy. Historically, while the MAPICS Business has generated
significant cash from operations, a significant portion of that cash has been
used to finance the Marcam Solutions Business. In addition, the Distribution
will position MAPICS to access additional debt or equity financing based on the
needs of the MAPICS Business only.

The Board also believes that the Distribution will allow customers,
potential customers and others with business relationships with one of the
separate companies to better evaluate the merits of its business and future
prospects. Disclosure of the separate financial condition and results of
operations of the Marcam Solutions Business and the MAPICS Business will enable
third parties to evaluate these operations more accurately. The Board believes
that the additional information available with respect to these operations and
other actions taken in connection with the Distribution (including the
contribution of the Note to Marcam Solutions) will alleviate concerns regarding
the long-term prospects and viability of both operations.

The Board also believes that the Distribution will allow investors to
better evaluate the merits of the two different segments of its businesses and
their future prospects, enhancing the likelihood that each will achieve
appropriate market recognition of its performance. The stocks of the two
companies will also appeal to investors with differing investment objectives
and risk tolerance and will allow investors to more effectively steer their
investments directly to their areas of primary interest. In addition, the
Distribution will allow each company to provide its employees with equity-based
compensation which reflects the results of its own operations.

Manner of Effecting the Distribution

The Distribution will be made to stockholders of record of Marcam on the
record date for the Distribution (the "Distribution Record Date"). The
Distribution will occur promptly following satisfaction of the conditions to
the Distribution, including completion of the Asset Transfers and all other
internal reorganization transactions (the "Distribution Date"). The Asset
Transfers and other internal reorganization transactions will result in Marcam
Solutions owning directly or indirectly substantially all assets of Marcam
relating to the PRISM, Protean and Avantis

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<PAGE>

product lines. See "Relationship Between MAPICS and Marcam Solutions After the
Distribution--Distribution Agreement." On or prior to the Distribution Date,
certificates representing all of the outstanding shares of Marcam Solutions
Common Stock will be delivered by Marcam to Boston EquiServe L.P., as
Distribution Agent (the "Distribution Agent"). On the Distribution Date,
certificates representing shares of Marcam Solutions Common Stock will be
mailed by the Distribution Agent to holders of record of outstanding shares of
Marcam Common Stock and Marcam Preferred Stock as of the Distribution Record
Date. Holders of record of Marcam Common Stock on the Distribution Record Date
will receive one share of Marcam Solutions Common Stock for every two shares of
Marcam Common Stock held on that date. Holders of record of Marcam Preferred
Stock on the Distribution Record Date will receive five shares of Marcam
Solutions Common Stock for each share of Marcam Preferred Stock held on that
date. All shares of Marcam Solutions Common Stock so distributed will be fully
paid and nonassessable and the holders thereof will not be entitled to
preemptive rights. See "Description of Marcam Solutions Capital Stock."
Certificates representing shares of Marcam Solutions Common Stock will
represent an equivalent number of preferred stock purchase rights (the "Marcam
Solutions Rights"). See "Description of Marcam Solutions Capital Stock--Rights
Plan."

No holder of Marcam Common Stock or Marcam Preferred Stock will be
required to pay any cash or other consideration for the shares of Marcam
Solutions Common Stock and associated Marcam Solutions Rights received in the
Distribution or to surrender or exchange shares of Marcam Common Stock or
Marcam Preferred Stock in order to receive the shares of Marcam Solutions
Common Stock and associated Marcam Solutions Rights. Certificates representing
shares of Marcam Common Stock will, from and after the Distribution, represent
shares of the Common Stock of MAPICS. STOCKHOLDERS ARE NOT REQUESTED TO AND
SHOULD NOT SEND IN THEIR STOCK CERTIFICATES WITH THEIR PROXY CARDS.

Fractional Shares

No certificates or scrips representing fractional interests in shares of
Marcam Solutions Common Stock ("Fractional Shares") will be issued to holders
of Marcam Common Stock or Marcam Preferred Stock in the Distribution. The
Distribution Agent, acting as agent for such holders otherwise entitled to
receive in the Distribution certificates representing Fractional Shares, will
aggregate and sell in the open market all Fractional Shares at then prevailing
market prices and distribute the net proceeds (after deduction of brokerage
fees) to the holders of Marcam Common Stock or Marcam Preferred Stock entitled
thereto.

The Asset Transfers

In connection with the Distribution, Marcam will transfer to Marcam
Solutions substantially all of the business, assets and liabilities relating to
Marcam's PRISM, Protean and Avantis product lines and an aggregate of $39.0
million in cash in exchange for (i) a number of shares of Marcam Solutions
Common Stock sufficient for Marcam to make the Distribution and (ii) warrants
to purchase an aggregate of 500,000 shares of Marcam Solutions Common Stock
(the "Marcam Solutions Warrants"). Up to the total amount of the $39.0 million
cash transfer by Marcam may initially be represented by a promissory note (the
"Note"). The Note is currently expected to bear interest at the rate of 5.85%
per annum, payable quarterly in arrears, and to provide for monthly
installments of principal in scheduled amounts commencing on August 15, 1997
and ending on March 15, 1999. Maturity of the Note will accelerate, and the
Note will be payable in full, upon the completion of the first debt or equity
financing of MAPICS following the Distribution, other than borrowings under
MAPICS' revolving credit facility. The transfers of assets (including the cash
and the Note) and liabilities described in this paragraph are collectively
referred to as the "Asset Transfers."

The unaudited pro forma balance sheet of Marcam Solutions as of March 31,
1997 sets forth the assets and liabilities to be transferred by Marcam to
Marcam Solutions on a pro forma basis as of March 31, 1997 in the column under
the heading "Marcam Solutions, Inc. Pro Forma." For unaudited pro forma
financial information regarding Marcam Solutions giving effect to the
Distribution (including the Asset Transfers), see "Marcam Solutions, Inc. Pro
Forma Consolidated Financial Statements" and "Management's Discussion and
Analysis of Pro Forma Financial Condition and Results of Operations of Marcam
Solutions."

Marcam and Marcam Solutions will enter into (on or prior to the
Distribution Date) a Distribution Agreement together with certain ancillary
agreements providing for the Distribution, the Asset Transfers and governing
various ongoing relationships between the two companies. See "The Distribution
Proposal--Relationship Between MAPICS and Marcam Solutions After the
Distribution."

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<PAGE>

The Massachusetts Business Corporation Law requires the approval of a
corporation's stockholders for the sale, lease or exchange of all or
substantially all of the property and assets, including goodwill, of a
Massachusetts corporation. The Asset Transfers constitute the sale of
substantially all of Marcam's assets for purposes of the Massachusetts Business
Corporation Law. Consequently, the affirmative vote of at least two-thirds of
the combined voting power of the outstanding shares of all classes and series
of Marcam's capital stock, voting together as a single class, is required for
the approval of the Distribution Proposal.

Marcam's stockholders will be entitled to statutory appraisal rights in
connection with the Distribution if it is completed. If the holders of a
significant percentage of the shares of capital stock of Marcam outstanding on
the Meeting Record Date exercise such appraisal rights, the Board may elect not
to proceed with the Distribution. See "Appraisal Rights."

Following the Distribution, Marcam's outstanding 9.82% Subordinated Notes
due 2001 with an aggregate principal amount of $25.0 million (the "Subordinated
Notes") will remain obligations of MAPICS. For unaudited pro forma financial
information regarding MAPICS giving effect to the Distribution (including the
Asset Transfers), see "MAPICS, Inc. Pro Forma Combined Financial Statements."

MAPICS currently intends to repay the Note and the Subordinated Notes with
the net proceeds from an underwritten public offering of the common stock of
MAPICS (the "Proposed MAPICS Public Offering") or a debt financing which would
be consummated in lieu of or in combination with the Proposed MAPICS Public
Offering (the "Proposed Debt Financing"). On April 30, 1997, Marcam filed a
Registration Statement on Form S-3 with the Commission relating to the Proposed
MAPICS Public Offering. The Proposed MAPICS Public Offering is conditioned upon
the completion of the Distribution and will not occur until after the
Distribution, if at all. Accordingly, investors purchasing shares in the
Proposed MAPICS Public Offering will be investing only in the business relating
to the MAPICS product line and will not receive shares of Marcam Solutions
Common Stock in the Distribution. Marcam is also currently negotiating with a
number of lenders regarding the Proposed Debt Financing. The net proceeds from
the Proposed MAPICS Public Offering, the Proposed Debt Financing or a
combination thereof, if consummated, would be used to make the cash transfer by
Marcam to Marcam Solutions or to repay the Note and, if sufficient additional
net proceeds are available, to repay the Subordinated Notes in whole or in
part. There can be no assurance that either the Proposed MAPICS Public Offering
or the Proposed Debt Financing will be completed. If neither the Proposed
MAPICS Public Offering nor the Proposed Debt Financing is completed, MAPICS
will be required to repay the Note and the Subordinated Notes from its other
cash resources, including cash generated from operations and borrowings under
its revolving credit facility. While the payment terms of the Note have been
established with consideration for the projected cash flows and borrowing
capacities of both MAPICS and Marcam Solutions, absent the Proposed MAPICS
Public Offering, the Proposed Debt Financing or a combination thereof, there
can be no assurance that MAPICS will have sufficient cash resources to make the
scheduled payments on the Note on a timely basis or that any such payments will
satisfy Marcam Solutions' cash requirements. Under such circumstances, MAPICS
and Marcam Solutions would be required to borrow money to satisfy all or a
portion of their cash requirements. MAPICS' failure to make the payments on the
Note as scheduled would have a material adverse effect on the financial
condition of Marcam Solutions. The unaudited pro forma financial information
regarding MAPICS and Marcam Solutions included elsewhere in this Proxy
Statement/Prospectus does not give effect to either the Proposed MAPICS Public
Offering or the Proposed Debt Financing or the application of the net proceeds
therefrom.

Certain Federal Income Tax Aspects of the Distribution

Marcam has requested the Private Letter Ruling from the IRS substantially
to the effect that, among other things and except as provided below, the
Distribution will qualify as a tax-free spin-off to Marcam and its stockholders
under Section 355 of the Code and, accordingly, that:

(1) No gain or loss will be recognized by (and no amount will be included
in the income of) a holder of Marcam Common Stock or Marcam Preferred
Stock upon the receipt of Marcam Solutions Common Stock except as
described below in connection with cash received in lieu of fractional
shares of Marcam Solutions Common Stock.

(2) Except as described below, no gain or loss will be recognized by (and
no amount will be included in the income of) Marcam upon the
distribution of the Marcam Solutions Common Stock to the stockholders of
Marcam.

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(3) The aggregate tax basis of the Marcam Solutions Common Stock and the
Marcam Common Stock or Marcam Preferred Stock in the hands of each
stockholder of Marcam after the Distribution will, in each instance, be
the same as the tax basis of the Marcam Common Stock or Marcam Preferred
Stock held by such stockholder immediately before the Distribution,
allocated in proportion to the relative fair market values of such
Marcam Common Stock or Marcam Preferred Stock and the Marcam Solutions
Common Stock on the date of the Distribution.

(4) Assuming that the Marcam Common Stock or Marcam Preferred Stock is held
as a capital asset, the holding period for the Marcam Solutions Common
Stock received in the Distribution by a holder of Marcam Common Stock or
Marcam Preferred Stock will include the period during which such Marcam
Common Stock or Marcam Preferred Stock was held.

(5) No gain or loss will be recognized by (and no amount will be included
in the income of) Marcam upon the transfer of the Marcam Solutions
assets, subject to liabilities, to Marcam Solutions in exchange for
Marcam Solutions Common Stock and Marcam Solutions' assumption of the
liabilities associated with the Marcam Solutions assets pursuant to the
Distribution.

Notwithstanding the foregoing, Marcam will recognize gain on the
Distribution to the extent that shares of Marcam Solutions Common Stock are
received by holders of Marcam Common Stock or Marcam Preferred Stock who are
not United States persons ("non-U.S. persons"), as defined in the Code. The
number of shares of Marcam Solutions Common Stock expected to be distributed to
non-U.S. persons is estimated to represent not more than 19% of the total
number of shares of Marcam Solutions Common Stock distributed in the
Distribution. Moreover, Marcam may recognize additional gain with respect to
certain aspects of the Distribution, including certain restructuring
transactions expected to be consummated in connection with the Distribution.
The aggregate amount of gain recognized by Marcam in connection with the
Distribution is not expected to result in any significant amount of current tax
liability, but rather is expected to be offset by existing net operating
losses. Accordingly, the amount of such net operating losses available to
MAPICS after the Distribution will likely be reduced. In connection with the
Asset Transfers, taxable gain may also be recognized in certain foreign
jurisdictions. Such gain would not generally be offset by existing domestic net
operating losses.

In addition, a Marcam stockholder who receives cash in lieu of fractional
shares of Marcam Solutions Common Stock will be treated as if such fractional
shares had been received by the stockholder as part of the Distribution and
then sold by such stockholder. Accordingly, such stockholder should recognize
gain or loss equal to the difference between the cash so received and the
portion of the tax basis in the Marcam Solutions Common Stock that is allocable
to such fractional shares. Such gain or loss should be capital gain or loss,
provided that such fractional shares were held by such stockholder as capital
assets at the time of the Distribution. A Marcam stockholder who receives cash
as the result of exercising and perfecting dissenters' rights with respect to
his or her shares of Marcam capital stock will recognize taxable income and
possibly a loss upon the receipt of such cash. Depending upon such
stockholder's particular circumstances, such income will be taxable as either
(i) capital gain or loss equal to the difference between the amount of cash
received (other than in respect of interest awarded by a court) and such
stockholder's adjusted tax basis in his or her shares or (ii) a dividend. If
the stockholder recognizes capital gain or loss, such capital gain or loss will
be long-term capital gain or loss if the shares have a holding period exceeding
one year. Interest, if any, awarded by a court will be includible in such
stockholder's income as ordinary income for federal income tax purposes.
Stockholders should consult their tax advisors regarding the tax consequences
of receiving cash as the result of exercising and perfecting dissenters'
rights.

If the Private Letter Ruling has not been issued by the IRS by the date
when all other conditions to the Distribution have been satisfied, Marcam may
proceed with the Distribution based upon the opinions of its special tax
counsel, Skadden, Arps, Slate, Meagher & Flom LLP, and its independent
accountants, Coopers & Lybrand L.L.P., that, except as provided above, the
Distribution should qualify as a tax-free distribution under Section 355 of the
Code (the "Tax Opinions"). The Tax Opinions will be based upon certain facts,
assumptions and representations of officers of Marcam and Marcam Solutions as
of the date of the Distribution. Marcam will not complete the Distribution
unless it receives the Private Letter Ruling or the Tax Opinions. The Tax
Opinions will not be binding on the IRS or a court, and therefore, if the
Distribution proceeds on the basis of the Tax Opinions, there can be no
assurance that the IRS will not challenge the conclusions therein or that a
court will not sustain such challenge.

If the Distribution does not qualify as a tax-free distribution under
Section 355 of the Code, then, among other consequences, (i) Marcam would
recognize gain equal to the amount by which the fair market value of the Marcam

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Solutions Common Stock distributed to Marcam stockholders exceeds Marcam's
adjusted tax basis therein (and such gain would further reduce or eliminate the
amount of the net operating losses available to MAPICS after the Distribution
and could also result in Marcam incurring a current tax liability) and (ii)
each holder of Marcam Common Stock or Marcam Preferred Stock who receives
shares of Marcam Solutions Common Stock in the Distribution will be treated as
having received a taxable distribution, taxed first as a dividend to the extent
of Marcam's and MAPICS' available current and accumulated earnings and profits,
then as a nontaxable return of capital to the extent of such stockholder's
basis in its Marcam Common Stock or Marcam Preferred Stock, as the case may be,
and finally as gain from the sale or exchange of property. In such event, the
transaction may also be taxable for state and local tax purposes. The
incurrence of significant tax liabilities by Marcam, in the event that the
Distribution is not treated as a tax-free transaction, may have a material
adverse effect on MAPICS' business, financial condition and results of
operations.

The Private Letter Ruling, if received, although generally binding upon
the IRS, will be subject to the accuracy of certain factual representations and
assumptions contained in Marcam's request for the Private Letter Ruling. The
Tax Opinions will also be subject to the accuracy of such factual
representations and assumptions. Marcam is not aware of any present facts or
circumstances which would cause such representations and assumptions to be
inaccurate. In addition, the Distribution and/or certain related transactions,
though tax-free as of the Distribution Date, could be rendered taxable as a
result of subsequent actions or events both within and beyond the control of
Marcam, MAPICS and Marcam Solutions.

Prior to completion of the Distribution, Marcam and Marcam Solutions intend
to enter into a tax sharing agreement (the "Tax Sharing Agreement") that defines
the parties' rights and obligations with respect to certain tax liabilities and
refunds of taxes relating to Marcam's business for periods ending on or prior to
the date of the Distribution. In general, pursuant to the Tax Sharing Agreement,
Marcam Solutions shall be responsible for certain state, local and foreign taxes
for periods ending on or before the date of the Distribution (and shall be
entitled to refunds with respect to such taxes), and MAPICS shall be responsible
for all other taxes for such periods (and shall be entitled to refunds with
respect to such taxes). In addition, under the Tax Sharing Agreement, MAPICS
shall be liable for any taxes arising out of the Distribution. The Tax Sharing
Agreement further provides for cooperation with respect to certain tax matters,
the exchange of information and the retention of records. See "The Distribution
Proposal--Relationship Between MAPICS and Marcam Solutions After the
Distribution."

Treasury regulations governing Section 355 of the Code require that each
stockholder of Marcam who receives Marcam Solutions Common Stock pursuant to
the Distribution attach a statement to such holder's federal income tax return
for the taxable year in which such holder receives such stock, which statement
indicates the applicability of Section 355 of the Code to the Distribution.
MAPICS will provide each stockholder with the information necessary to comply
with this requirement.

The foregoing summary of the federal income tax consequences of the
Distribution and related transactions to Marcam, MAPICS, Marcam Solutions and
the stockholders of Marcam is for general information only. Stockholders are
urged to consult their own tax advisors as to the particular consequences to
them of the Distribution, including the application of state, local and foreign
tax laws. This summary may also not be applicable to stockholders who received
their Marcam Common Stock pursuant to the exercise of options or otherwise as
compensation (including holders of restricted stock) or who are not citizens or
residents of the United States.

Description of Marcam Solutions Common Stock

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or provided in any resolution adopted by the Marcam Solutions Board of
Directors with respect to any series of Marcam Solutions Preferred Stock, will
exclusively possess all voting power. The holders of the Marcam Solutions
Common Stock will not have any cumulative voting, conversion, redemption or
preemptive rights. Subject to any preferential rights of any outstanding series
of Marcam Solutions Preferred Stock designated by the Marcam Solutions Board
from time to time, the holders of Marcam Solutions Common Stock will be
entitled to receive dividends when, as and if declared by the Marcam Solutions
Board out of funds legally available therefor. Upon the liquidation,
dissolution or winding up of Marcam Solutions, holders of Marcam Solutions
Common Stock share ratably in the assets of Marcam Solutions available for
distribution to its stockholders, subject to the preferential rights of any
then outstanding Marcam Solutions Preferred Stock. See "Description of Marcam
Solutions Capital Stock."

Listing and Trading of Marcam Solutions Common Stock

Marcam Solutions has filed an application to list the Marcam Solutions
Common Stock and associated Marcam Solutions Rights on the Nasdaq National
Market under the symbol "MRCM." Marcam Solutions initially will have
approximately 599 stockholders of record based upon the number of stockholders
of record of Marcam as of the date hereof. For certain information regarding
employee and director options to purchase Marcam Solutions Common Stock that
will be outstanding after the Distribution, see "The Distribution
Proposal--Relationship Between MAPICS and Marcam Solutions After the
Distribution--Distribution Agreement."

There is currently no public market for Marcam Solutions Common Stock.
Prices at which Marcam Solutions Common Stock may trade prior to the
Distribution on a "when-issued" basis or after the Distribution cannot be
predicted. Until the Marcam Solutions Common Stock is fully distributed and an
orderly market develops, the prices at which trading in such stock occurs may
fluctuate significantly. The prices at which Marcam Solutions Common Stock
trades will be determined by the marketplace and may be influenced by many
factors, including, among others, the depth and liquidity of the market for
Marcam Solutions Common Stock, investor perception of Marcam Solutions, the
PRISM, Protean and Avantis product lines and the market for ERP software
applications generally, the announcement of new products or product
enhancements by Marcam Solutions or its competitors, quarterly variations in
Marcam Solutions' operating results or operating results of its competitors or
companies in related industries, changes in earnings or revenue estimates or
recommendations by securities analysts, developments in Marcam Solutions'
industry, general market conditions and other factors, including factors
unrelated to the operating performance of Marcam Solutions or its competitors.
Such factors and fluctuations, as well as general economic, political and
market conditions, such as recessions, could materially and adversely affect
the market price of Marcam Solutions Common Stock. Such prices may also be
affected by certain provisions of Marcam Solution's certificate of
incorporation and by-laws, the Marcam Solutions Rights and other matters
described in this Proxy Statement/
Prospectus which may have an anti-takeover effect. See "Marcam Solutions Risk
Factors--No Current Market for Marcam Solutions Common Stock," "Description of
Marcam Solutions Capital Stock," "The Distribution Proposal--Relationship
Between MAPICS and Marcam Solutions After the Distribution."

Shares of Marcam Solutions Common Stock and associated Marcam Solutions
Rights distributed to Marcam's stockholders in the Distribution will be freely
transferable except for securities received by persons who may be deemed to be
"affiliates" of Marcam within the meaning of Rule 145 under the Securities Act
of 1933 (the "Securities Act"). Such affiliates may not publicly offer to sell
the Marcam Solutions Common Stock and associated Marcam Solutions Rights
received in connection with the Distribution except pursuant to a registration
statement under the Securities Act or pursuant to Rule 145 under the Securities
Act.

Listing and Trading of Marcam Common Stock

It is expected that the Marcam Common Stock will continue to be listed and
traded on the Nasdaq National Market after the Distribution. The Marcam Common
Stock is currently traded on the Nasdaq National Market under the symbol
"MCAM." Application has been made to change the trading symbol for these
securities to "MAPX" effective concurrently with the Distribution. Following
the Distribution, MAPICS' revenues will be substantially lower than Marcam's
consolidated revenues prior to the Distribution, and management currently
believes that MAPICS will have net income compared to Marcam's net losses.
Accordingly, as a result of the Distribution, the trading prices of MAPICS
Common Stock immediately after the Distribution may be less than, equal to or
greater than the trading prices of Marcam Common Stock immediately prior to the
Distribution. The combined trading

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prices of a share of MAPICS Common Stock and a share of Marcam Solutions Common
Stock after the Distribution may be less than, equal to or greater than the
trading prices of Marcam Common Stock prior to the Distribution. The prices at
which the MAPICS Common Stock trades after the Distribution will be determined
by the marketplace and may be influenced by many factors, including, among
others, the continuing depth and liquidity of the market for the MAPICS Common
Stock, investor perception of MAPICS and the market for ERP software
applications generally, the announcement of new products or product
enhancements by MAPICS or its competitors, quarterly variations in MAPICS'
operating results or operating results of its competitors or companies in
related industries, changes in earnings or revenue estimates or recommendations
by securities analysts, developments in MAPICS' industry, general market
conditions and other factors, including factors unrelated to the operating
performance of MAPICS or its competitors. Such factors and fluctuations, as
well as general economic, political and market conditions, such as recessions,
could materially and adversely affect the market price of MAPICS Common Stock.
Such prices may also be affected by certain provisions of MAPICS' articles of
organization and by-laws, the MAPICS Rights Plan and other matters described in
this Proxy Statement/Prospectus which may have an anti-
takeover effect. See "MAPICS Risk Factors--Absence of Comparable Trading
History for Common Stock; Possible Volatility of Stock Prices."

There is currently no public market for the Marcam Preferred Stock, and
Marcam does not expect a public market for the Marcam Preferred Stock to
develop.

Warrants

In connection with the Distribution, warrants to purchase an aggregate of
383,333 shares of Common Stock of Marcam issued in connection with the sale of
the Subordinated Notes (the "Sub Debt Warrants") will be adjusted such that the
exercise price will be decreased and the number of underlying shares will be
increased on a basis intended to preserve the spread value of the Sub Debt
Warrants. In addition, the holders of the warrants to purchase an aggregate of
1,000,000 shares of Marcam Common Stock issued in connection with the sale of
Series E Preferred Stock (the "GA Warrants") will (i) retain such GA Warrants,
which after the Distribution will be warrants to purchase the same number of
shares in the aggregate of MAPICS Common Stock (the "MAPICS GA Warrants") and
(ii) receive the Marcam Solutions Warrants. The current exercise price of the
GA Warrants will be allocated between the MAPICS GA Warrants and the Marcam
Solutions Warrants on a basis intended to preserve the spread value of the
existing GA Warrants.

Conditions; Termination

The Distribution is conditioned upon: (i) the approval of the Distribution
Proposal by Marcam's stockholders at the Meeting; (ii) the receipt by Marcam of
the Private Letter Ruling or, at the option of the Board, the Tax Opinions;
(iii) the completion of the Asset Transfers and other internal reorganization
transactions contemplated by the Distribution Agreement in all material
respects; (iv) the Registration Statement on Form 10 (the "Form 10") under the
Securities Exchange Act of 1934 (the "Exchange Act"), filed by Marcam Solutions
with the Securities and Exchange Commission (the "Commission" ) having become
effective and no stop order with respect thereto being in effect; and (v) there
not being in effect any statute, rule, regulation or order of any court,
governmental or regulatory body which prohibits or makes illegal the
transactions contemplated by the Distribution Agreement and the related
agreements. These conditions are not waivable by the Board.

Unless waived by the Board, the Distribution is also conditioned upon,
among other things: (i) the receipt of all necessary regulatory approvals; (ii)
the receipt of all necessary consents of third parties; (iii) the approval of
the shares of Marcam Solutions Common Stock and associated Marcam Solutions
Rights for listing on the Nasdaq National Market; and (iv) the holders of less
than one percent (1%) of the shares of capital stock of Marcam outstanding on
the Meeting Record Date exercising and perfecting statutory appraisal rights
available under Massachusetts law.

Even if all the above conditions are satisfied, the Board has reserved the
right to abandon, defer or modify the Distribution and any related transactions
at any time prior to the Distribution Date. In particular, the Board may decide
to abandon, defer or modify the Distribution and any related transactions if it
determines that the Proposed MAPICS Public Offering, the Proposed Debt
Financing or both are impracticable or unlikely to be completed. Additionally,
the Board may, within its discretion, modify procedures or other transaction
details necessary to effectuate the Distribution, the Proposed MAPICS Public
Offering or the Proposed Debt Financing. The Board will

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not and may not, however, make any changes in the terms of the Distribution
after the Distribution Proposal is approved by stockholders unless the Board
determines that such changes would not be materially adverse to Marcam's
stockholders. Any changes in the terms of the Distribution after the
Distribution Proposal is approved by the stockholders will be reflected in the
Form 10 to be mailed to the stockholders in connection with the Distribution.
See "The Distribution Proposal--Relationship Between MAPICS and Marcam
Solutions After the Distribution--Distribution Agreement."

Future Management of the Separate Companies

Marcam Solutions. Following the Distribution, it is currently expected
that the business relating to the PRISM, Protean and Avantis product lines
which will be the business of Marcam Solutions, will continue to be operated by
certain of its current operating management. Michael J. Quinlan, who has been
the President and Chief Executive Officer of Marcam since January 1996 and a
director of Marcam since February 1996, is currently expected to be President
and Chief Executive Officer of Marcam Solutions. Paul A. Margolis, a
co-founder, who has served as Marcam's Chairman of the Board since its
organization in 1980 and also served as Marcam's President and Chief Executive
Officer from 1980 until January 1996, is currently expected to be Chairman of
the Board of Marcam Solutions. The other executive officers of Marcam Solutions
are currently executives of Marcam involved in the business relating to the
PRISM, Protean and Avantis product lines. See " Management of Marcam
Solutions."

MAPICS. Following the Distribution, Marcam will continue to operate the
business relating to the MAPICS product line. If Marcam's stockholders approve
the Name Change Amendment, Marcam will be renamed "MAPICS, Inc." Following the
Distribution, MAPICS will have substantially the same operating management as
Marcam's current business relating to the MAPICS product line. Richard C. Cook,
who has been Marcam's Senior Vice President and General Manager, MAPICS
business group since July 1996, is currently expected to be the President,
Chief Executive Officer and a Director of MAPICS. The other executive officers
of MAPICS are currently executives of Marcam who have been responsible for
managing the business relating to the MAPICS product line. See "Management of
MAPICS."

Interests of Certain Persons

None of the current directors or officers of Marcam or the proposed
directors or officers of Marcam Solutions or MAPICS will have any interest in
the Distribution other than as a result of their security holdings. As
discussed above under "Warrants," General Atlantic Partners 32, L.P. ("GAP 32")
and GAP Coinvestment Partners, L.P. ("GAP Coinvestment") own warrants to
purchase an aggregate of 1,000,000 shares of Marcam Common Stock (the "GA
Warrants"). Messrs. Ford and Grabe and certain other individuals are the
managing members of General Atlantic Partners, LLC, which is the sole general
partner of GAP 32 and are the same persons who have voting and investment
control over securities held by GAP Coinvestment. In connection with the
Distribution, the GA Warrants will be adjusted so as to represent two
separately exercisable warrants--one to purchase MAPICS Common Stock and one to
purchase Marcam Solutions Common Stock. See "Warrants."

The current directors and officers of Marcam and the proposed directors
and officers of Marcam Solutions and MAPICS previously have been granted
options to purchase shares of Marcam Common Stock. See "Principal Stockholders
of MAPICS" and "Principal Stockholders of Marcam Solutions." In connection with
the Distribution, each holder of an option (the "Marcam Option") will (i)
retain such Marcam Option, which after the Distribution will be an option to
purchase the same number of shares of MAPICS Common Stock (the "Adjusted MAPICS
Option") and (ii) be granted an option to purchase shares of Marcam Solutions
Common Stock equal to one-half of the number of shares of Marcam Common Stock
subject to such Marcam Option. The directors of Marcam who will resign from the
Board after the Distribution and who will be elected to the Marcam Solutions
Board will be deemed to have retired from the Board so that their respective
Adjusted MAPICS Options continue to vest in accordance with their respective
terms. See "Relationship Between MAPICS and Marcam Solutions After the
Distribution."

Regulatory Approvals

Hart-Scott-Rodino Antitrust Improvements Act of 1976. Any person receiving
shares of Marcam Solutions Common Stock pursuant to the Distribution may be
required to file a Premerger Notification and Report Form pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"). In general,

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if (i) a person receiving shares of Marcam Solutions Common Stock pursuant to
the Distribution would beneficially own, upon consummation of the Distribution,
Marcam Solutions Common Stock that exceeds $15 million in value, (ii) certain
jurisdictional requirements are met and (iii) no exemption applies, then the
HSR Act would require that such person file a Premerger Notification and Report
Form and observe the applicable waiting periods under the HSR Act prior to
acquiring such Marcam Solutions Common Stock pursuant to the Distribution. If
such waiting periods have not expired or been terminated at the Distribution
Date with respect to such recipient, Marcam may be required to deliver such
recipient's shares of Marcam Solutions Common Stock into an escrow facility
pending the expiration or termination of such waiting period. Holders of
capital stock of Marcam are urged to consult their legal counsel to determine
whether the requirements of the HSR Act will apply to the receipt of any of
their shares of Marcam Solutions Common Stock pursuant to the Distribution.

Accounting Treatment

Although the Marcam Solutions Common Stock will be distributed to the
Marcam stockholders, because of the relative significance of Marcam's business
relating to the PRISM, Protean and Avantis product lines, the Distribution will
be recorded for accounting purposes as a disposal of the business relating to
the MAPICS product line. Accordingly, the historical (pre-Distribution)
consolidated financial statements of Marcam included elsewhere in this Proxy
Statement/Prospectus will become the historical consolidated financial
statements of Marcam Solutions after the Distribution. After the Distribution,
Marcam Solutions' financial statements will reflect the Distribution as a
disposal of the MAPICS product line as of the Distribution Date and will not be
restated to remove the effects of the prior operating results of the MAPICS
business. The combined financial statements of MAPICS included elsewhere in
this Proxy Statement/Prospectus are the separate financial statements of the
portion of Marcam's business relating to the MAPICS product line. The
historical financial statements of MAPICS for reporting periods after the
Distribution will consist solely of the separate combined financial statements
of MAPICS and will not correspond to the historical consolidated financial
statements of Marcam.

Relationship Between MAPICS and Marcam Solutions After the Distribution

For the purpose of governing certain of the ongoing relationships between
MAPICS and Marcam Solutions after the Distribution and to provide mechanisms
for the Asset Transfers and an orderly transition, Marcam and Marcam Solutions
will enter into the various agreements described in this section. The
agreements summarized in this section will be included as exhibits to the Form
S-4, of which this Proxy Statement/Prospectus is a part, and the Form 10 and
the following summaries are qualified in their entirety by reference to the
agreements as filed. In addition, MAPICS intends to file a Current Report on
Form 8-K in connection with the Distribution and the agreements will also be
filed as exhibits to such report. In addition, the Chief Financial Officer of
Marcam is also the Chief Financial Officer of Marcam Solutions. Following the
Distribution, this person will not be the Chief Financial Officer of MAPICS but
will become a director of MAPICS, while continuing to serve as Marcam
Solutions' Chief Financial Officer. See "Management of MAPICS" and "Management
of Marcam Solutions."

Distribution Agreement

Prior to the completion of the Distribution, Marcam and Marcam Solutions
will enter into the Distribution Agreement. The Distribution Agreement will
provide for, among other things, the Asset Transfers, certain related internal
reorganization transactions which are part of the Distribution, treatment of
employee and director stock options, restricted stock and common stock purchase
warrants, employee benefit plans and indemnification obligations. The
Distribution Agreement will also provide for the execution of certain other
agreements governing the relationship between MAPICS and Marcam Solutions
following the Distribution.

Marcam currently maintains the following stock plans, each of which has
previously been approved by Marcam stockholders: The Marcam Corporation 1987
Stock Plan (the "1987 Plan"), the Marcam Corporation 1991 Non-
Employee Director Stock Option Plan (the "Directors Plan") and the Marcam
Corporation 1994 Stock Plan (the "1994 Plan") (collectively, the "Marcam
Plans"). Under the Marcam Plans, as of April 30, 1997, options to purchase an
aggregate of approximately 2,655,195 shares of Marcam Common Stock
(collectively the "Marcam Options") were held by current and former employees
and directors of Marcam (the "Optionees"). The Distribution Agreement will
provide that, in connection with the Distribution, each holder of a Marcam
Option will (i) retain such Marcam Option, which after the Distribution will be
an option to purchase the same number of shares of MAPICS Common

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Stock (the "Adjusted MAPICS Option"), and (ii) be granted an option to purchase
shares of Marcam Solutions Common Stock equal to one-half of the number of
shares of Marcam Common Stock subject to such Marcam Option (each, a "Marcam
Solutions Option"; collectively, the "Adjusted Options"). Thus, following the
Distribution, each Optionee will hold separate options to purchase an
equivalent number of shares of MAPICS Common Stock and Marcam Solutions Common
Stock. The per share exercise price of each Adjusted Option will be adjusted to
give effect to the Distribution by allocating the exercise price of the
corresponding Marcam Option between the Adjusted MAPICS Option and the Adjusted
Marcam Solutions Option, based on the relative fair market values of the
underlying MAPICS Common Stock and Marcam Solutions Common Stock after the
Distribution so as to preserve the "spread" value of the existing Marcam
Option. For this purpose, the fair market value of a share of each such Common
Stock will be the average of the closing sales prices per share of each Common
Stock on the Nasdaq National Market for each of the five consecutive trading
days beginning on the first day following the Distribution Date.

Each Adjusted Option will continue to be subject to the same terms and
conditions that applied to the corresponding Marcam Option prior to the
Distribution, except that vesting will be based on service with Marcam
Solutions, MAPICS or both.

The Distribution Agreement will provide that promptly following the
closing of the Proposed MAPICS Public Offering, all directors of Marcam (other
than those directors who will continue to be directors of MAPICS) shall resign
from the Board. The continuing directors will then elect the new directors to
fill the vacancies created by the resignations and the newly constituted Board
will appoint the executive officers of MAPICS.

After the Distribution, MAPICS expects to continue to offer a benefit
package to its employees substantially comparable to that currently available
under the plans and programs offered by Marcam and also expects that there will
be no significant interruption in or loss of benefits to its employees. These
benefits include participation in a 401(k) plan, medical, dental, disability
and life insurance, a Section 125 cafeteria plan, an employee stock purchase
plan and other welfare benefits.

Employees assigned to Marcam Solutions will continue to participate in all
of Marcam's benefit plans and provisions, although Marcam Solutions will bear
its allocable share of the costs of those plans and programs until the earlier
of the date Marcam Solutions establishes its own separate, comparable benefit
plan or program or the date the Distribution is completed. Effective no later
than the date of the Distribution, Marcam Solutions will establish its own
welfare benefit plans and programs which generally will be comparable to those
currently offered by Marcam. However, Marcam Solutions may change its plans and
programs in the future. In addition, it is expected that Marcam will transfer
the assets and liabilities of the 401(k) plan relating to Marcam Solutions
employees and former employees to a corresponding Marcam Solutions 401(k) plan.

Pursuant to the Distribution Agreement, subject to limited exceptions, the
two companies will be required to indemnify each other and each other's
directors, officers, employees, agents and representatives for liabilities
under federal or state securities laws that are a result of the Proposed MAPICS
Public Offering and the Distribution, including liabilities arising out of or
based upon alleged misrepresentations in or omissions from the Registration
Statement on Form S-4, the Registration Statement on Form 10, this Proxy
Statement/Prospectus and other disclosure documents prepared in connection with
the Distribution by such party. The Distribution Agreement also provides that
each party thereto will indemnify the other party thereto and its directors,
officers, employees, agents and representatives for liabilities that may be
incurred by the indemnified party relating to, resulting from or arising out
of, (i) the business, operations or assets conducted or owned or formerly
conducted or owned by the indemnifying party and its subsidiaries, or (ii) the
failure by the indemnifying party to comply with any other agreements executed
in connection with the Distribution or the Proposed MAPICS Public Offering. In
addition, the Distribution Agreement will provide that each party will
indemnify the other party and its directors, officers, employees, agents and
representatives for any liabilities resulting from or arising out of certain
acts, failures to act or the provision of incorrect factual information by the
indemnifying party in connection with the Private Letter Ruling that causes the
Distribution to be taxable to the indemnified party or its stockholders. In
addition, because the business to be conducted by Marcam Solutions will be
conducted through Marcam Corporation until the Distribution, MAPICS may be
liable for the liabilities of Marcam Solutions for the period prior to the
Distribution. If Marcam Solutions for any reason is unable to satisfy its
liabilities, MAPICS may be liable for them.

The Distribution Agreement will also provide that both MAPICS and Marcam
Solutions shall be granted access to certain records and information in the
possession of the other, and will require the retention by each of MAPICS

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and Marcam Solutions for a period of ten years following the Distribution of
certain information in its possession, and thereafter that each party give the
other prior notice of its intention to dispose of such information.

The Distribution Agreement will provide that the Distribution is subject
to the satisfaction of certain conditions. Even if all of such conditions are
satisfied, however, the Board may determine not to proceed with the
Distribution at any time prior to the Distribution Date. See "The Distribution
Proposal--Conditions; Termination."

General Services Agreement. The General Services Agreement provides that
Marcam Solutions and MAPICS will provide to each other from time to time, upon
request, certain routine and ordinary corporate services, including financial,
accounting, administrative, tax and legal services. For these services, the
party providing such services will be reimbursed for its costs, including the
pro rata costs of its employees performing such services and allocable
overhead, on a per diem basis.

Tax Sharing Agreement. Prior to completion of the Distribution, Marcam and
Marcam Solutions intend to enter into a Tax Sharing Agreement that defines the
parties rights and obligations with respect to certain tax liabilities and
refunds of taxes relating to Marcam's business for periods ending on or prior
to the date of the Distribution. In general, pursuant to the Tax Sharing
Agreement, Marcam Solutions shall be responsible for certain state, local and
foreign taxes for periods ending on or before the date of the Distribution (and
shall be entitled to refunds with respect to such taxes), and MAPICS shall be
responsible for all other taxes for such periods (and shall be entitled to
refunds with respect to such taxes). In addition, under the Tax Sharing
Agreement, MAPICS shall be liable for any taxes arising out of the
Distribution. The Tax Sharing Agreement further provides for cooperation with
respect to certain tax matters, the exchange of information and the retention
of records.

Dissenting Stockholders; Appraisal Rights

If the Distribution Proposal is approved by the required vote of Marcam's
stockholders and is not abandoned or terminated, holders of Marcam capital
stock who did not vote for the Distribution Proposal may, by complying with
Sections 76 and 86 through 98 of Chapter 156B of the Massachusetts Business
Corporation Law (the "MBCL"), be entitled to appraisal rights as described
therein ("Appraisal Rights"). The record holders of Marcam's capital stock who
are eligible to, and do, exercise their Appraisal Rights with respect the
Distribution Proposal are referred to herein as "Dissenting Stockholders," and
the shares of stock with respect to which they exercise Appraisal Rights are
referred to herein as "Dissenting Shares." If a stockholder of Marcam has a
beneficial interest in shares of Marcam's capital stock that are held of record
in the name of another person, and such stockholder desires to perfect whatever
Appraisal Rights such beneficial stockholder may have, such beneficial
stockholder must act promptly to cause the holder of record timely and properly
to follow the steps summarized below.

Pursuant to Massachusetts law, a stockholder of Marcam may dissent from
the proposed corporate action to approve the Distribution Proposal and receive
the right to an appraisal of such stockholder's shares. As required by
Massachusetts Law, a copy of Sections 76 and 86 through 98 of the MBCL is
attached hereto as part of Annex A.

If the Distribution is consummated, the Dissenting Stockholders will be
entitled, if they strictly comply with the provisions of the MBCL, to have the
fair value of their shares judicially determined and paid to them. The
following discussion is not a complete statement of Massachusetts law relating
the Appraisal Rights, and is qualified in its entirety by reference to Sections
76 and 86 through 98 of the MBCL attached to this Proxy Statement/
Prospectus as Annex A and incorporated herein by reference. This discussion and
Sections 76 and 86 through 98 of the MBCL should be reviewed carefully by any
holder who wishes to exercise statutory Appraisal Rights or wishes to preserve
the right to do so, since failure to comply with the required procedure will
result in the loss of such rights. A stockholder of Marcam who votes for the
adoption and approval of the Distribution Proposal will be deemed to have
waived such stockholder's right to exercise Appraisal Rights with respect to
all shares of Marcam's capital stock held by such stockholder. Any holder who
is considering dissenting should consult his or her legal advisor.

1. To exercise Appraisal Rights, a stockholder must (1) file with Marcam,
before the taking of the stockholders' vote on the approval of the Distribution
Proposal at the Meeting, a written objection to the Distribution Proposal
stating that the intention of such stockholder to demand payment for shares
owned by such stockholder if the Distribution Proposal is approved, and (2) the
stockholder must not vote in favor of the Distribution Proposal. A vote in
favor of the Distribution Proposal will waive such holder's Appraisal Rights.
However, a stockholder's failure to vote on the Distribution Proposal will not
in itself be a waiver of such holder's Appraisal Rights. A vote

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against the Distribution Proposal does not, alone, constitute a written
objection. A stockholder who dissents and demands Appraisal Rights must do so
as to all shares of Marcam's capital stock held by such stockholder. A
stockholder may not assert Appraisal Rights with respect to less than all of
such stockholder's shares.

2. If the Distribution Proposal is approved and adopted by Marcam's
stockholders, within 10 days after the effective date of the Distribution
Proposal, Marcam must give written notice that the Distribution Proposal has
become effective to each stockholder who gave notice before the Meeting of such
stockholder's objection to the Distribution Proposal and who did not vote in
favor of the Distribution Proposal.

3. If the stockholder did not vote in favor of the Distribution Proposal,
such Dissenting Stockholder may, within 20 days after the mailing of the notice
that the Distribution Proposal is effective, make written demand on Marcam for
the payment of the fair value of such holder's Dissenting Shares. Any
stockholder failing to make demand for payment within the 20-day period shall
be bound by the Distribution Proposal.

4. Within 30 days after the expiration of the Dissenting Stockholders'
20-day notice period, Marcam must deliver to the Dissenting Stockholder payment
of the fair value of the Dissenting Shares.

5. If, during the 30-day period after the expiration of the period during
which the demand may be made, the Dissenting Stockholder and Marcam do not
agree as to the fair value of the Dissenting Shares, then either of them may
file a bill in equity in the Superior Court in Middlesex County, Massachusetts
(the "Court") requesting a determination of the fair value of such
stockholder's Dissenting Shares. The bill in equity must be filed within four
months after the date of expiration of the foregoing 30-day period.

6. If the bill in equity is timely filed, the Court or an appointed
special master will hold a hearing. After the hearing on the petition, the
Court shall enter a decree determining the fair value of the Dissenting Shares
and shall order Marcam to make payment of such value, together with interest,
from the date of the vote approving the Distribution Proposal to the Dissenting
Stockholders entitled to said payment, subject to receipt of duly endorsed
certificates for the Dissenting Shares. Pursuant to the MBCL the fair value of
the Dissenting Shares is the value thereof as of the day immediately preceding
the Meeting, excluding any element of value arising from the expectation or
accomplishment of the Distribution Proposal. All court costs, including
appraisers' fees, shall be allocated by the Court in a manner it determines to
be fair and equitable.

7. Upon consummation of the Distribution Proposal, each Dissenting
Stockholder will cease to have any rights of a stockholder except the right to
be paid the fair value of the Dissenting Shares and the right to receive other
distributions, if any, payable to stockholders of record prior to the effective
date of the Distribution Proposal and any other rights under applicable
Massachusetts law.

Recent By-Law Amendment

At a special meeting held on April 28, 1997, the Board amended Article X
of Marcam's By-Laws which relates to dividends to conform that provision to the
provision regarding dividends in the Marcam's Restated Articles of Organization
and to provide that dividends may be paid in cash, property or shares of the
capital stock of Marcam or its subsidiaries. This amendment was made in
connection with the proposed Distribution.

Vote Required and Board Recommendation

The affirmative vote of at least two-thirds of the combined voting power
of the outstanding shares of all classes and series of Marcam's capital stock,
voting together as a single class, is required for approval of the Distribution
Proposal. Approval of the Distribution Proposal by such affirmative vote will
also constitute approval of the Asset Transfers for purposes of Section 75 of
the MBCL, which governs the sale of substantially all the assets and properties
(including goodwill) of Massachusetts corporations. Officers, directors and
stockholders of Marcam and their affiliates who collectively beneficially own
approximately 25% of the outstanding shares of all classes and series of
Marcam's capital stock have indicated their present intention to vote such
shares FOR approval of the Distribution Proposal.

The Board has unanimously approved the Distribution Proposal and
unanimously recommends that Marcam stockholders vote FOR the approval of the
Distribution Proposal.

39
<PAGE>

PRICE RANGE OF MARCAM COMMON STOCK AND DIVIDEND POLICY

Marcam Common Stock is quoted on the Nasdaq National Market under the
symbol "MCAM."

The table below sets forth, for the periods indicated, the reported high
and low prices of Marcam Common Stock as reported on the Nasdaq National
Market. The closing price for Marcam Common Stock on June 12, 1997, the last
practicable trading date for which information is available before the printing
of this Proxy Statement/Prospectus, was $11.75.

<TABLE>
<CAPTION>
Fiscal Years Ended September 30, High Low
- -------------------------------- -------- ------
<S> <C> <C>
1995
First Quarter .............................. $11.50 $8.50
Second Quarter ........................... 13.88 8.00
Third Quarter .............................. 16.63 12.00
Fourth Quarter .............................. 16.75 7.75
1996
First Quarter .............................. 20.75 12.63
Second Quarter ........................... 17.00 11.25
Third Quarter .............................. 14.50 9.50
Fourth Quarter .............................. 13.75 10.75
1997
First Quarter .............................. 13.13 10.50
Second Quarter ........................... 17.50 12.25
Third Quarter (through June 12, 1997) ...... 14.00 8.50

</TABLE>

As of June 9, 1997, Marcam had approximately 599 holders of record.

Marcam has never paid any cash dividends on its Common Stock. Upon the
completion of the Distribution, Marcam currently intends to retain future
earnings to fund future development and growth and the operation of its
business and therefore does not anticipate paying any cash dividends in the
foreseeable future. Covenants in the revolving credit facility prohibit the
payment of cash dividends. Any future determination to pay cash dividends will
be at the discretion of the Marcam Board and will be dependent upon Marcam's
results of operations, financial condition, capital requirements and such other
factors as the Marcam Board deems relevant.

40
<PAGE>

MAPICS, INC. PRO FORMA COMBINED FINANCIAL STATEMENTS

The historical combined financial statements of MAPICS have been derived
from the historical (pre-Distribution) consolidated financial statements of
Marcam Corporation and are presented as if MAPICS had been operated as a
separate entity. The unaudited pro forma combined balance sheet of MAPICS as of
March 31, 1997 presents the financial position of MAPICS assuming that the
Distribution and certain other transactions had occurred on March 31, 1997. All
material adjustments required to reflect the Distribution and certain other
transactions are set forth in the "Pro Forma Adjustments" column. The unaudited
pro forma combined statements of operations of MAPICS for the year ended
September 30, 1996 and for the six months ended March 31, 1997 are identical to
the historical combined statements of operations for those periods since there
are no material pro forma adjustments which are required to reflect the
Distribution or certain other transactions which have been reflected as pro
forma adjustments in the pro forma combined balance sheet.

The unaudited pro forma combined financial statements of MAPICS should be
read in conjunction with the historical combined financial statements of MAPICS
included elsewhere in this Proxy Statement/Prospectus. The pro forma data is
for informational purposes only and may not necessarily reflect future results
of operations and financial position or what the results of operations or
financial position would have been had MAPICS been operating as a separate
entity.

41
<PAGE>

MAPICS, INC.
Pro Forma Combined Balance Sheet
March 31, 1997
(In thousands)
(UNAUDITED)

<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
------------ -------------------------- ----------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and equivalents ................................. $ 852 $ 852
Accounts receivable, net .............................. 21,141 21,141
Prepaid expenses and other current assets ............ 1,032 1,032
-------- ---------
Total current assets ................................. 23,025 23,025
Property and equipment, net ........................... 2,813 2,813
Computer software costs, net ........................... 15,741 15,741
Other intangible assets, net ........................... 5,067 5,067
-------- ---------
Total assets ....................................... $46,646 $ 46,646
======== =========
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Accounts payable .................................... $ 4,412 $ 4,412
Accrued expenses and other current liabilities ...... 11,415 11,415
Deferred revenue .................................... 21,197 21,197
Note payable to Marcam Solutions, Inc. ............... -- $ 39,000(b) 39,000
-------- ----------- ---------
Total current liabilities ........................... 37,024 39,000 76,024
Long-term debt ....................................... -- 25,000(a) 25,000
Deferred income taxes ................................. 394 -- 394
-------- ----------- ---------
Total liabilities ................................. 37,418 64,000 101,418
Divisional equity .................................... 9,228 (9,228)(c) --
Stockholders' equity (deficit):
Preferred stock ....................................... -- 325(c) 325
Common stock .......................................... -- 115(c) 115
Additional paid-in capital ........................... -- -- --
Retained earnings (accumulated deficit) ............... -- (55,212)(a,b,c) (55,212)
-------- ----------- ---------
Total equity (deficit) .............................. 9,228 (64,000) (54,772)
-------- ----------- ---------
Total liabilities and equity (deficit) ............... $46,646 $ -- $ 46,646
======== =========== =========

</TABLE>

The accompanying notes are an integral part of the pro forma combined financial
statements.

42
<PAGE>

MAPICS, INC.
Pro Forma Combined Statement of Operations
Year ended September 30, 1996
(In thousands, except per share data)
(UNAUDITED)

<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
------------ ------------- ----------
<S> <C> <C> <C>
Revenues:
License ....................................... $45,341 $45,341
Services ....................................... 32,261 32,261
-------- --------
Total revenues ................................. 77,602 77,602
-------- --------
Operating expenses:
Cost of license revenues ........................ 6,913 6,913
Cost of services revenues ........................ 9,499 9,499
Selling and marketing ........................... 27,851 27,851
Product development .............................. 6,398 6,398
General and administrative ..................... 5,965 5,965
-------- --------
Total operating expenses ........................ 56,626 56,626
-------- --------
Income before income tax expense .................. 20,976 --(d) 20,976
Income tax expense .............................. 8,076 -- 8,076
-------- ------ --------
Net income ....................................... $12,900 -- $12,900
======== ====== ========
Pro forma net income per common share (e) ...... $ 0.75 $ 0.75
======== ========
Pro forma weighted average number of common shares
outstanding (e) ................................. 17,185 17,185
======== ========

</TABLE>

The accompanying notes are an integral part of the pro forma combined financial
statements.

43
<PAGE>

MAPICS, INC.
Pro Forma Combined Statement of Operations
Six months ended March 31, 1997
(In thousands, except per share data)
(UNAUDITED)

<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
------------ ------------- ----------
<S> <C> <C> <C>
Revenues:
License ....................................... $25,328 $25,328
Services ....................................... 18,837 18,837
-------- --------
Total revenues ................................. 44,165 44,165
-------- --------
Operating expenses:
Cost of license revenues ........................ 4,129 4,129
Cost of services revenues ........................ 5,301 5,301
Selling and marketing ........................... 14,834 14,834
Product development .............................. 4,969 4,969
General and administrative ..................... 4,360 4,360
-------- --------
Total operating expenses ........................ 33,593 33,593
-------- --------
Income before income tax expense .................. 10,572 --(d) 10,572
Income tax expense .............................. 4,071 -- 4,071
-------- ------ --------
Net income ....................................... $ 6,501 -- $ 6,501
======== ====== ========
Pro forma net income per common share (e) ...... $ 0.36 $ 0.36
======== ========
Pro forma weighted average number of common shares
outstanding (e) ................................. 17,991 17,991
======== ========

</TABLE>

The accompanying notes are an integral part of the pro forma combined financial
statements.

44
<PAGE>

MAPICS, INC.
Notes to Pro Forma Combined Financial Statements
(UNAUDITED)

a) To give effect to the deemed assumption for accounting purposes of
Marcam's $25.0 million 9.82% Subordinated Notes due 2001 (the
"Subordinated Notes").

b) To give effect to the $39.0 million promissory note used to capitalize
Marcam Solutions.

c) To give effect to the reclassification of divisional equity to
stockholders' equity upon the disposal of MAPICS by Marcam.

d) Does not reflect interest expense of approximately $1.2 million for the
six months ended March 31, 1997 and $2.5 million for the year ended
September 30, 1996 incurred by Marcam Solutions in connection with the
Subordinated Notes, or interest expense related to the $39.0 million
promissory note, since such expenses are not expected to recur within the
next twelve months.

e) Pro forma net income per share gives effect to the Distribution and
reflects the capital structure of Marcam prior to the Distribution. The
pro forma weighted average number of common shares outstanding used in
the calculation of pro forma net income per share is determined based
upon the sum of (i) the weighted average number of common shares
outstanding of Marcam (11,384,000 shares and 11,459,000 shares,
respectively, for the year ended September 30, 1996 and for the six
months ended March 31, 1997), (ii) the weighted average number of common
equivalent shares from the assumed exercise of dilutive stock options,
warrants and convertible preferred stock of Marcam (2,801,000 shares and
3,532,000 shares, respectively, for the year ended September 30, 1996 and
for the six months ended March 31, 1997), and (iii) the number of shares
of common stock from the Proposed MAPICS Public Offering the proceeds
from which are deemed to be used to pay the capital contribution of
$39,000,000 to Marcam Solutions, based on an assumed offering price of
$13 per share (3,000,000 shares for the year ended September 30, 1996 and
for the six months ended March 31, 1997).

f) Pro forma book value per common share for MAPICS, Inc. as of March 31,
1997 is $(4.76).

45
<PAGE>

MARCAM SOLUTIONS, INC.
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The historical consolidated financial statements for Marcam Solutions are
identical to the historical (pre-Distribution) consolidated financial statements
of Marcam. The unaudited pro forma consolidated financial statements of Marcam
Solutions are presented as if Marcam Solutions had been operated as a separate
entity, principally by deducting the financial position and operating results of
MAPICS from the historical consolidated financial statements of Marcam. The
unaudited pro forma consolidated balance sheet of Marcam Solutions as of March
31, 1997 presents the financial position of Marcam Solutions assuming the
Distribution and certain other transactions had occurred on March 31, 1997. All
material adjustments required to reflect the Distribution and certain other
transactions are set forth in the columns labeled "Pro Forma Disposal of MAPICS,
Inc." and "Other Pro Forma Adjustments." The unaudited pro forma consolidated
statements of operations of Marcam Solutions for the year ended September 30,
1996 and for the six months ended March 31, 1997 present the results of
operations of Marcam Solutions assuming the Distribution and certain other
transactions had occurred on October 1, 1995 and include all material pro forma
adjustments necessary for this purpose.

The unaudited pro forma consolidated financial statements of Marcam
Solutions should be read in conjunction with the historical consolidated
financial statements of Marcam as well as the combined financial statements of
MAPICS included elsewhere in this Proxy Statement/Prospectus. The pro forma
data is for informational purposes only and may not necessarily reflect future
results of operations and financial position or what the results of operations
or financial position would have been had Marcam Solutions been operating as a
separate entity.

After the Distribution, the consolidated financial statements of Marcam
Solutions will reflect a disposal of the assets and liabilites of MAPICS as of
the date of the Distribution and will not be restated to remove the effects of
the prior operating results of MAPICS.

46
<PAGE>

MARCAM SOLUTIONS, INC.
Pro Forma Consolidated Balance Sheet
March 31, 1997
(In thousands)
(UNAUDITED)

<TABLE>
<CAPTION>
Pro Forma
Marcam Disposal of Other Marcam
Corporation MAPICS, Pro Forma Solutions, Inc.
Historical (a) Inc. (b) Adjustments Pro Forma
---------------- ------------- ------------------ ----------------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and equivalents .................. $ 20,047 $ (852) $ 19,195
Accounts receivable, net ............... 47,848 (21,141) 26,707
Prepaid expenses and other current
assets ................................. 8,653 (1,032) 7,621
Note receivable from MAPICS, Inc. ...... -- -- $ 39,000(d) 39,000
-------- ---------- ---------- --------
Total current assets .................. 76,548 (23,025) 39,000 92,523
Property and equipment, net ............ 10,257 (2,813) -- 7,444
Computer software costs, net ............ 30,787 (15,741) -- 15,046
MAPICS intangible costs, net ............ 5,067 (5,067) -- --
Other assets ........................... 2,606 -- -- 2,606
-------- ---------- ---------- --------
Total assets ........................... $125,265 $ (46,646) $ 39,000 $117,619
======== ========== ========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ........................ $ 10,642 $ (4,412) $ 6,230
Accrued expenses and other current
liabilities ........................... 36,949 (11,415) 25,534
Deferred revenue ........................ 46,681 (21,197) 25,484
-------- ---------- --------
Total current liabilities ............ 94,272 (37,024) 57,248
Long-term debt ........................... 25,473 -- $ (25,000)(c) 473
Deferred income taxes .................. 824 (394) 394(e) 824
-------- ---------- ---------- --------
Total liabilities ..................... 120,569 (37,418) (24,606) 58,545
Stockholders' equity:
Preferred stock ........................ 325 -- (325)(g) --
Common stock ........................... 115 -- (41)(g) 74
Additional paid-in capital ............ 77,268 -- 63,972(c,d,e,g) 141,240
Accumulated deficit ..................... (71,211) (9,228) -- (80,439)
Unamortized deferred compensation ...... (345) -- -- (345)
Cumulative translation adjustment ...... (1,456) -- -- (1,456)
-------- ---------- ---------- --------
Total stockholders' equity ............ 4,696 (9,228) 63,606 $ 59,074
-------- ---------- ---------- --------
Total liabilities and stockholders'
equity .............................. $125,265 $ (46,646) $ 39,000 $117,619
======== ========== ========== ========

</TABLE>

The accompanying notes are an integral part of the pro forma consolidated
financial statements.

47
<PAGE>

MARCAM SOLUTIONS, INC.
Pro Forma Consolidated Statement of Operations
Year ended September 30, 1996
(In thousands, except per share data)
(UNAUDITED)

<TABLE>
<CAPTION>
Pro Forma
Marcam Disposal of Other Marcam
Corporation MAPICS, Pro Forma Solutions, Inc.
Historical (a) Inc. (b) Adjustments Pro Forma
---------------- ------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Revenues:
License ........................... $ 93,137 $ (45,341) $ 47,796
Services ........................... 108,287 (32,261) 76,026
---------- ---------- ----------
Total revenues ..................... 201,424 (77,602) 123,822
---------- ---------- ----------
Operating expenses:
Cost of license revenues ............ 16,669 (6,913) 9,756
Cost of services revenues ......... 69,493 (9,499) $ (1,653)(f) 58,341
Selling and marketing ............... 82,790 (27,851) (2,290)(f) 52,649
Product development ............... 27,680 (6,398) -- 21,282
General and administrative ......... 9,987 (5,965) 3,943(f) 7,965
Restructuring charges ............... 10,600 -- -- 10,600
---------- ---------- ----------- ----------
Total operating expenses ......... 217,219 (56,626) -- 160,593
---------- ---------- ----------- ----------
Operating loss ..................... (15,795) (20,976) -- (36,771)
Litigation settlement ............... (3,250) -- -- (3,250)
Interest and other income ............ 1,443 -- -- 1,443
Interest and other expense ......... (4,138) -- -- (4,138)
---------- ---------- ----------- ----------
Loss before income tax expense ...... (21,740) (20,976) -- (42,716)
Income tax expense .................. 4,586 (8,076) 7,650(e) 4,160
---------- ---------- ----------- ----------
Net loss ........................... $ (26,326) $ (12,900) $ (7,650) $ (46,876)
========== ========== =========== ==========
Net loss per common share ............ $ (2.31) $ (6.79)
========== ==========
Weighted average number of common
shares outstanding .................. 11,384 6,900
========== ==========

</TABLE>

The accompanying notes are an integral part of the pro forma consolidated
financial statements.

48
<PAGE>

MARCAM SOLUTIONS, INC.
Pro Forma Consolidated Statement of Operations
Six months ended March 31, 1997
(In thousands, except per share data)
(UNAUDITED)

</TABLE>

The accompanying notes are an integral part of the pro forma consolidated
financial statements.

49
<PAGE>

MARCAM SOLUTIONS, INC.
Notes to Pro Forma Consolidated Financial Statements
(UNAUDITED)

a) Identical to the consolidated financial statements filed on Form 10-Q with
the Securities and Exchange Commission on May 9, 1997 under the registrant
name "Marcam Corporation."

b) To give effect to the disposal of MAPICS as if it occurred on March 31, 1997
for the pro forma balance sheet presentation and on October 1, 1995 for
the pro forma statements of operations presentation.

c) To give effect to the deemed transfer for accounting purposes of Marcam's
$25.0 million 9.82% Subordinated Notes due 2001 (the "Subordinated Notes")
to MAPICS.

d) To give effect to the $39.0 million promissory note from MAPICS used to
capitalize Marcam Solutions.

e) To reverse the effect of the federal and state tax provisions of MAPICS,
which were calculated on a separate-
return basis, and the resultant deferred tax liability.

f) To reclassify general and administrative expenses of MAPICS to conform to
Marcam's historical presentation.

g) To give effect to the distribution of one share of Marcam Solutions Common
Stock for each two shares of Marcam Common Stock and of five shares of
Marcam Solutions Common Stock for each share of Marcam Series D and Series
E Preferred Stock, summarized with other equity account adjustments as
follows (in thousands):

<TABLE>
<CAPTION>
Preferred Common Additional
Stock, Stock, Paid-in Accumulated
Par Value Par Value Capital Deficit
----------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Marcam Corporation Historical .............................. $ 325 $115 $ 77,268 $ (71,211)
Exchange of 325 shares of preferred stock for 1,625
shares of Marcam Solutions Common Stock .................. (325) 16 309 --
Exchange of 11,497 shares of common stock for 5,749
shares of Marcam Solutions Common Stock .................. -- (57) 57 --
Contributed capital from MAPICS and debt transfer ......... -- -- 64,000 --
Reversal of deferred tax liability adjustment of MAPICS ... -- -- (394) --
Pro forma disposal of MAPICS .............................. -- -- -- (9,228)
----- ---- -------- ---------
Marcam Solutions, Inc. Pro Forma ........................... -- $ 74 $141,240 $ (80,439)
===== ==== ======== =========

</TABLE>

h) Costs approximating $2.5 million to be incurred in connection with the
spin-off and recorded within the next twelve months have not been
considered in the pro forma presentation of the statements of operations.
Other costs approximating $1.75 million to be incurred and recorded by
Marcam Solutions in connection with the prepayment of the Subordinated
Notes by MAPICS have not been considered in the pro forma presentation of
the statements of operations.

i) Pro forma book value per common share for Marcam Solutions as of March 31,
1997 is $8.01.

j) The calculation of pro forma weighted average number of shares outstanding
includes the weighted average number of common shares outstanding of Marcam
for the respective periods, adjusted to give effect to the distribution of
one share of Marcam Solutions Common Stock for each two shares of Marcam
Common Stock and of five shares of Marcam Solutions Common Stock for each
share of Marcam Series D and Series E Preferred Stock. The calculation does
not include the effect of common equivalent shares from the assumed
exercise of stock options and warrants of Marcam because their inclusion
would be antidilutive.

50
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF PRO FORMA FINANCIAL
CONDITION AND RESULTS OF OPERATIONS OF MARCAM SOLUTIONS

The following discussion and analysis should be read in conjunction with
"Marcam Solutions, Inc. Pro Forma Consolidated Financial Statements" and notes
thereto included elsewhere in this Proxy Statement/Prospectus. The discussion
in this section of the Proxy Statement/Prospectus contains forward-looking
statements that involve risks and uncertainties, such as statements of Marcam
Solutions' plans, objectives, expectations and intentions. The cautionary
statements made in this section of the Proxy Statement/Prospectus should be
read as being applicable to all related forward-looking statements wherever
they appear in this Proxy Statement/Prospectus. Marcam Solutions' actual
results could differ materially from those discussed herein. Factors that could
cause or contribute to such difference include those discussed in "Marcam
Solutions Risk Factors" and "MAPICS Risk Factors" as well as those discussed
elsewhere herein.

The following discussion and analysis relates to Marcam Solutions on a pro
forma basis, giving effect to the Distribution. The unaudited pro forma
consolidated financial data for Marcam Solutions included herein are presented
as if Marcam Solutions had been operated as a separate entity, principally by
deducting the financial position and operating results of MAPICS.

The following table sets forth unaudited pro forma statement of operations
data for Marcam Solutions for each of the four quarters in fiscal 1996 and the
first two quarters in fiscal 1997 and the percentage of Marcam Solutions' total
pro forma revenues represented by each item for the respective quarter. This
unaudited pro forma quarterly information has been prepared on the same basis
as the pro forma information presented elsewhere herein and, in Marcam
Solutions' opinion, includes all adjustments necessary for a fair presentation
of the information for the quarters presented. The pro forma operating results
for any quarter are not necessarily indicative of results for any future
period.

<TABLE>
<CAPTION>
Quarters Ended
-----------------------------------------------------------------------------------
Dec. 31, Mar. 31, June 30, Sep. 30, Dec. 31, Mar. 31,
1995 1996 1996 1996 1996 1997
---------- ------------- ------------- ---------- ---------- ------------
(in thousands)

<S> <C> <C> <C> <C> <C> <C>
Operating Results:
Revenues:
License ........................... $ 11,808 $ 9,099 14,276 $ 12,613 $ 5,992 $ 6,764
Services ........................... 19,572 21,106 18,780 16,568 16,376 16,254
-------- --------- --------- -------- -------- --------
Total revenues .................. 31,380 30,205 33,056 29,181 22,368 23,018
Operating expenses:
Cost of license revenues ............ 2,924 2,436 2,055 2,341 2,119 2,428
Cost of services revenues ......... 14,520 16,976 14,210 12,635 11,429 11,081
Selling and marketing ............... 13,411 13,608 14,198 11,432 9,671 10,639
Product development ............... 5,302 5,203 5,857 4,920 5,076 5,634
General and administrative ......... 1,693 2,710 1,809 1,753 1,260 1,616
Restructuring charges ............... -- -- 8,300 2,300 -- --
-------- --------- --------- -------- -------- --------
Total operating expenses ......... 37,850 40,933 46,429 35,381 29,555 31,398
-------- --------- --------- -------- -------- --------
Operating loss ..................... (6,470) (10,728) (13,373) (6,200) (7,187) (8,380)
Litigation settlement ............... -- (3,250) -- -- -- --
Interest and other income ............ 380 555 260 248 322 293
Interest and other expense ......... (968) (969) (953) (1,248) (1,022) (1,013)
-------- --------- --------- -------- -------- --------
Loss before income tax expense ...... (7,058) (14,392) (14,066) (7,200) (7,887) (9,100)
Income tax expense .................. 784 988 1,022 1,366 880 832
-------- --------- --------- -------- -------- --------
Net loss ........................... $ (7,842) $ (15,380) $ (15,088) $ (8,566) $ (8,767) $ (9,932)
======== ========= ========= ======== ======== ========
Percentage of Total Revenues:
Revenues:
License ........................... 37.6% 30.1% 43.2% 43.2% 26.8% 29.4%
Services ........................... 62.4 69.9 56.8 56.8 73.2 70.6
-------- --------- --------- -------- -------- --------

</TABLE>

51
<PAGE>

<TABLE>
<CAPTION>
Quarters Ended
-----------------------------------------------------------------------------
Dec. 31, Mar. 31, June 30, Sep. 30, Dec. 31, Mar. 31,
1995 1996 1996 1996 1996 1997
---------- ---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Total revenues ..................... 100.0 100.0 100.0 100.0 100.0 100.0
Operating expenses:
Cost of license revenues ............ 9.3 8.1 6.2 8.0 9.5 10.6
Cost of services revenues ......... 46.3 56.2 43.0 43.3 51.1 48.1
Selling and marketing ............... 42.7 45.0 43.0 39.2 43.2 46.2
Product development ............... 16.9 17.2 17.7 16.8 22.7 24.5
General and administrative ......... 5.4 9.0 5.5 6.0 5.6 7.0
Restructuring charges ............... -- -- 25.1 7.9 -- --
--------- --------- --------- --------- --------- ---------
Total operating expenses ......... 120.6 135.5 140.5 121.2 132.1 136.4
--------- --------- --------- --------- --------- ---------
Operating loss ..................... (20.6) (35.5) (40.5) (21.2) (32.1) (36.4)
Litigation settlement ............... -- (10.7) -- -- -- --
Interest and other income ............ 1.2 1.8 0.8 0.8 1.4 1.3
Interest and other expense ......... (3.1) (3.2) (2.9) (4.3) (4.6) (4.4)
--------- --------- --------- --------- --------- ---------
Loss before income tax expense ...... (22.5) (47.6) (42.6) (24.7) (35.3) (39.5)
Income tax expense .................. 2.5 3.3 3.1 4.7 3.9 3.6
--------- --------- --------- --------- --------- ---------
Net loss ........................... (25.0%) (50.9%) (45.7%) (29.4%) (39.2%) (43.1%)
========= ========= ========= ========= ========= =========

</TABLE>

Foresight Software Divestiture. This financial data includes the results
of Marcam Solutions' Foresight Software, Inc. ("Foresight") subsidiary through
June 30, 1996, the date of divestiture. This divestiture resulted in reductions
in revenues and expenses in the subsequent quarters. Revenues from Foresight
for the quarters ended December 31, 1995, March 31, 1996, and June 30, 1996
were $2.6 million, $5.4 million, and $3.1 million, respectively. Total direct
expenses of Foresight for the same periods were $4.1 million, $5.6 million, and
$4.4 million, respectively.

License Revenues. License revenues are derived from licensing Marcam
Solutions' Protean, PRISM and Avantis products. License revenues consist of
one-time fees paid by customers when they initially license products.
Additional license fee revenues are generated when customers license additional
modules, upgrade the computers on which the products operate, or increase the
number of licensed users. License revenues were $47.8 million for the fiscal
year ended September 30, 1996 and $12.8 million for the six months ended March
31, 1997.

While Marcam Solutions licensed Protean products to certain early adopters
in 1994, 1995 and 1996, in the first two quarters of 1997 there were no
significant Protean license revenues. Management believes that this
circumstance was due to customers' preferences to purchase an integrated
solution from a single vendor. In an effort to address this customer
preference, Marcam Solutions introduced Release 2.1 of the Protean product on
January 31, 1997, which expanded functionality and added the ability to
integrate with certain other vendors financial applications. In addition,
Marcam Solutions has announced the availability of Protean financial
applications in late 1997 and Customer Order Management in mid-1998. Marcam
Solutions believes this expanded functionality and ability to integrate with
products from other software vendors provides Marcam Solutions with a
competitive offering. Marcam Solutions expects to recognize license revenues
from licensing Protean products during the fiscal quarter ending June 30, 1997.

During the past six quarters, PRISM license revenues have varied
significantly and generally have been declining. Quarterly license revenues
fluctuate significantly due to periodic large transactions, among other things.
Management believes that PRISM license revenues have also been adversely
affected by the introduction of the Protean product line, which utilized sales
and marketing resources which otherwise would have been devoted to the PRISM
product line. To address these issues, Marcam Solutions intends to refocus its
sales and marketing efforts on opportunities to license additional products to
existing PRISM customers and to license PRISM products to new mid-size process
manufacturing customers.

Avantis products are licensed both as stand-alone solutions and as part of
a broader ERP solution. Avantis license revenues have been declining slightly
as sales of Avantis.Pro licenses have not offset reductions in the AS/
400-based host offerings. Management believes that the introduction of enhanced
versions of the Avantis.Pro products designed to make them more competitive
will create opportunities to increase license revenues.

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<PAGE>

Services Revenues. Services revenues are derived from the sale of product
support, implementation and consulting services. Services revenues were $76.0
million for the year ended September 30, 1996 and $32.6 million for the six
months ended March 31, 1997.

Product support is offered to licensed customers generally based on
agreements that are billed annually, with revenue recognized on a pro rata
basis during the contract period. Support revenues result from the installed
base of customers who contract for product support services. Support revenues
thus are dependent over the long-term on new licenses of products. During the
last six quarters, support revenues have been relatively constant as new
customers' installations have offset modest attrition in the installed base.

Other services include assisting customer implementation of licensed
software, providing custom programming and systems integration services, and
providing educational material and instruction in the use of licensed software.
Services revenues for implementation and consulting are recognized as the
services are provided. These service revenues are closely related to license
revenues and thus have declined in recent periods in concert with the decline
in license revenues. Management expects these service revenues to continue to
fluctuate in direct relation with license revenues.

In addition, the decline in services revenues in the fourth fiscal quarter
of 1996 reflected the divestiture of Foresight.

Cost of License Revenues. Cost of license revenues consists of
amortization of capitalized software development and translation costs and
product royalties. The most significant portion is amortization, which has been
relatively constant during the last six quarters. Product royalties result when
Marcam Solutions licenses from its solution partners certain complementary
software products which are integrated into Marcam Solution's product
offerings. When a solution partner product is licensed to a customer, Marcam
Solutions pays a royalty to the solution partner. Product royalties thus vary
in direct relation to the third party content of license revenues.

Cost of Services Revenues. Cost of services revenues consists primarily of
personnel costs related to Marcam Solutions support operations. Cost of
services revenues varies depending on the mix of services revenues between
product support and other services. Cost of product support tends to be
relatively constant, and the cost of other services tends to vary in concert
with service revenue. The cost of services revenues generally declined during
the last six quarters reflecting the decrease in services revenues and,
beginning in the fourth fiscal quarter of 1996, the divestiture of Foresight.

Sales and Marketing Expenses. Sales and marketing expenses consist
primarily of salaries and commissions for sales and marketing personnel and
commissions paid to affiliates. Marcam Solutions markets its products and
services primarily through a direct sales force in North America and major
European markets, and both directly and indirectly through affiliates in other
parts of the world. Affiliates earn sales commissions based on license revenues
generated. Due to the relatively large portion of these expenses attributable
to Marcam Solutions' direct sales and marketing activities, these expenses are
relatively fixed and, consequently, are expected to fluctuate as a percentage
of revenue as a result of fluctuations in revenues. Marcam Solutions' customers
are often large multinational organizations that require significant resources.
In 1996, Marcam Solutions converted its direct sales operations in Latin
America and Asia Pacific to affiliate channels. However, management has chosen
to maintain a sales and marketing infrastructure in other major markets in
order to be positioned for growth. As a result of these actions and lower than
expected license revenues, these expenses have represented a relatively high
percentage of license revenues during the last six quarters.

Product Development. Product development expense includes the cost to
research, design, test and document Marcam Solutions' software products,
including the translation into various foreign languages. Gross research and
development expenditures in 1996 and the first six months of 1997 were $27.1
million and $13.6 million, respectively. The amounts of software development
cost capitalized were $5.8 million and $2.9 million for the same periods,
respectively. The ERP application market is highly competitive, and software
products must be constantly improved to be competitive. Marcam Solutions has
been investing aggressively in the development of its Protean and Avantis.Pro
products, and expects that significant continued investment is necessary.

Summary. Marcam Solutions' management believes that achievement of
profitability and positive cash flows from operations as soon as possible is
essential. Management currently believes that a combination of cost reductions
and increased revenues is necessary to achieve this result. Marcam Solutions'
business and operating

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<PAGE>

expense structure have been reviewed to identify opportunities for cost
reductions. As a result, actions have been initiated to reduce operating
expenses and to write off certain intangible assets. These actions, together
with the costs associated with the Distribution, will result in a charge of
approximately $22.0 million in the fiscal quarter ending June 30, 1997. Of this
amount, approximately $7.5 million relates principally to reductions in
staffing throughout the business except the Protean and Avantis development
organizations, and the closing of certain European facilities. An additional
$12.0 million of this charge relates to the write-off of the capitalized
software development costs relating to the Protean and Avantis.Pro product
lines. This write-off resulted from lower than expected revenue from these
product lines during fiscal 1997 and the continuing uncertainty regarding
market acceptance of, and significant revenue generation from, these product
lines in the near future. Marcam Solutions believes the introduction of
enhanced versions of its Protean and Avantis.Pro products will provide it with
more competitive offerings, which it currently expects will generate increasing
revenues over the longer term. Further, the currently anticipated costs
associated with the Distribution are $2.5 million.

In addition to the cost reduction actions, Marcam Solutions has undertaken
a number of actions designed to increase revenues, including introducing
enhanced versions of its Protean and Avantis.Pro products designed to make them
more competitive and refocusing its sales and marketing efforts on the PRISM
product line. Management currently believes that significant increases in
Protean license revenues are required to offset the costs of maintaining the
distribution channel and development activities relating to the Protean product
line. There can be no assurances, however, that these actions will result in
increased revenues or that, when combined with cost reductions, will result in
Marcam Solutions' achieving profitability or positive cash flows from
operations. Failure to achieve profitability or positive cash flows from
operations would materially and adversely affect Marcam Solutions' financial
condition.

Liquidity and Capital Resources. On a pro forma basis, Marcam Solutions
has incurred net losses of $46.9 million and $18.7 million for the fiscal year
ended September 30, 1996 and the six months ended March 31, 1997, respectively.
At March 31, 1997, on a pro forma basis, Marcam Solutions' accumulated deficit
was $19.4 million. It is currently expected that quarterly net losses will
continue through at least the first quarter of fiscal 1998 (which ends on
December 31, 1997). There can be no assurance that Marcam Solutions will be
profitable thereafter or that profitability, if achieved, will be sustained. In
order to support the anticipated growth of its business, Marcam Solutions
expects to continue to invest in its marketing and sales and product
development activities. Marcam Solutions' expenses for these and other
activities are based in significant part on its expectations regarding future
revenues and are fixed to a large extent in the short term. Marcam Solutions
may be unable to adjust spending in a timely manner to compensate for any
unexpected revenue shortfalls.

Marcam Solutions has used cash during fiscal years 1996 and 1997 to fund
strategic investments, in particular substantial expenditures for marketing and
selling activities and for new product development, and operating losses.
During the remainder of 1997 and 1998, Marcam Solutions currently intends to
make similar investments. In addition, Marcam Solutions currently expects to
use approximately $9.0 million in cash to fund the restructuring actions to be
taken in the third quarter of 1997 and the costs of the Distribution. Marcam
Solutions' objective is to fund these investments, restructuring actions and
costs and any losses primarily with cash from improved operations, any
available cash transferred to Marcam Solutions by Marcam and proceeds from
payment of the Note. Marcam Solutions' ability to generate cash from operations
depends upon, among other things, revenue growth, completion and market
acceptance of its Protean and Avantis.Pro products, improvements in operating
productivity, and payment terms and collection of accounts receivable. There
can be no assurance that Marcam Solutions' operations will generate sufficient
cash to finance its activities. Until operations improve to meet its cash
requirements, Marcam Solutions will need to rely on existing cash resources and
payments on the Note.

Marcam currently intends to repay the Note with a portion of the net
proceeds from an underwritten public offering of the common stock of MAPICS
(the "Proposed MAPICS Public Offering") or a debt financing which would be
consummated in lieu of or in combination with the Proposed MAPICS Public
Offering (the "Proposed Debt Financing"). On April 30, 1997, Marcam filed a
Registration Statement on Form S-3 with the Commission relating to the Proposed
MAPICS Public Offering. The Proposed MAPICS Public Offering is conditioned upon
the completion of the Distribution and will not occur until after the
Distribution, if at all. Marcam is also currently negotiating with a number of
lenders regarding the Proposed Debt Financing. There can be no assurance that
the Proposed MAPICS Public Offering, the Proposed Debt Financing or a
combination thereof will be completed. If neither the Proposed MAPICS Public
Offering nor the Proposed Debt Financing is completed, MAPICS will be required
to repay the Note from its other cash resources, including cash generated from
operations and borrowings

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<PAGE>

under its revolving credit facility. Absent the Proposed MAPICS Public
Offering, the Proposed Debt Financing or a combination thereof, there can be no
assurance that MAPICS will have sufficient cash resources to make the scheduled
payments on the Note on a timely basis or that such payments will satisfy
Marcam Solutions' cash requirements. Under such circumstances, MAPICS and
Marcam Solutions would be required to borrow money to satisfy all or a portion
of their cash requirements. MAPICS' failure to make the payments on the Note as
scheduled would have a material adverse effect on the financial condition of
Marcam Solutions. After the Distribution is completed, MAPICS will not be
obligated to provide Marcam Solutions with any additional funding other than
through the payment of the Note. See "The Distribution Proposal--The Asset
Transfers."

Marcam Solutions currently anticipates that cash from operations, its
available cash and payments on the Note will be sufficient to fund its
operations and other cash needs through at least fiscal year 1998. If, however,
such sources prove insufficient, Marcam Solutions will be required to make
changes in operations or seek additional debt or equity financing. Marcam
Solutions currently believes that, after completion of the Distribution, its
borrowing capacity will be limited to revolving lines of credit with borrowing
availability based on qualifying accounts receivable. There can be no
assurances that such a revolving line of credit or any other additional debt or
equity financing will be available or available on terms acceptable to Marcam
Solutions. The continued occurrence of operating losses by Marcam Solutions or
the failure of MAPICS to make timely payments under the Note would have a
material adverse effect on Marcam Solutions' business, financial condition and
results of operations.

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<PAGE>

INFORMATION CONCERNING MAPICS

BUSINESS OF MAPICS

MAPICS is a leading provider of enterprise resource planning ("ERP")
software applications for mid-size discrete and batch-process manufacturing
enterprises worldwide. MAPICS' products provide an integrated and function-rich
ERP solution with the breadth and depth of applications to manage an entire
manufacturing enterprise. The MAPICS XA product line currently consists of more
than 40 integrated application modules in the areas of Engineering and Cost
Management, Market and Demand Management, Plant Operations and Logistics
Management, Production Resource Planning, Financial Management and Measurements
and Cross Applications Solutions. MAPICS continually enhances its product
offerings to meet the specific needs of mid-size manufacturers and offers such
manufacturers the opportunity to gradually migrate to new technologies, one
user at a time if desired, while protecting their existing investments in both
hardware and software. In addition to its internal development programs, MAPICS
utilizes third parties (Solution Partners) to assist in the development of new
applications. Solution Partners permit MAPICS to introduce new applications
quickly and on a variable cost basis.

Approximately 5,700 customer sites presently use MAPICS applications, which
MAPICS believes represents one of the largest installed user bases in the ERP
industry. In Advanced Manufacturing Research's survey of ERP customer
satisfaction (the "AMR Survey"), MAPICS products received the highest overall
total score (nearly one-third higher than the next competitor) based on 15
different factors, including functionality, value, implementation results,
quality of support, service and maintenance, and knowledge of sales force.
MAPICS' customer base consists primarily of mid-size ($20 million to $500
million in annual revenues) manufacturers and divisions, sites and subsidiaries
of large companies, including Bristol-Myers Squibb Company, Colgate-Palmolive
Company, Eaton Corporation, General Electric Company, Honda Motor Co., Ltd.,
International Game Technology, Peg Perego Pines SPA, Shiseido Cosmetics
(America) Ltd. and Sub-Zero Freezer Co., Inc. The primary channel for selling
and supporting MAPICS products is a network of more than 80 affiliates which
sells, implements, services and supports MAPICS products throughout the world.
In addition to providing customers high quality local implementation, consulting
and support services in a cost-effective manner, the affiliate distribution
channel provides MAPICS an attractive variable cost structure for sales and
marketing.

The MAPICS XA product line runs on International Business Machine
Corporation's ("IBM") A/S 400 system, which MAPICS believes is the leading
platform in the mid-size manufacturing market. MAPICS intends to pursue growth
opportunities in the ERP market by leveraging its large installed customer base,
continuing to utilize its well-established affiliate distribution channel,
accelerating its growth in international markets, broadening its customer base
with new functionality and continuing its evolutionary product development
approach, designed to migrate customers to new technologies gradually.

Industry Background

Manufacturers face increasingly intense global competitive pressures, more
demanding vendor-customer relationships and rapidly changing market
requirements. Intensifying global competition requires immediate and effective
communication with customers and suppliers of both discrete and batch-process
manufacturers. Discrete manufacturers produce products by assembling or
machining component parts or sub-assemblies into finished products.
Batch-process manufacturers typically produce a specific quantity of products on
an order or "batch" basis in which a batch moves through a series of operations
in discontinuous mode with work-in-process often building up at process points
(e.g., pharmaceutical and computer chip manufacturers). In contrast, continuous
process manufacturers typically produce products at a specified rate (e.g., 12
tons per day for 30 days) in which material moves through various process steps
in a continuous flow with no work-in-process building up at any process point
(e.g., chemical, food processing and paper manufacturers). Customers of discrete
and batch-process manufacturers increasingly demand products which meet custom
("make-to-order") requirements. These manufacturers are also utilizing new
manufacturing methods such as rate-based manufacturing and just-in-time
inventory replenishment. In addition, manufacturers are increasingly required to
manage broadening product portfolios, multinational distribution, reduced
product development and delivery cycles, lower inventory levels, and more
complex manufacturing strategies. These requirements often involve global
sourcing and assembly from a network of internal and outsourced manufacturers
and suppliers. These challenges require more streamlined organizations, more

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<PAGE>

efficient business processes, more effective information flow and
communication, and a seamless integration of the entire extended enterprise.

Effective information technology systems, capable of generating and
disseminating critical information throughout an organization and its extended
enterprise, can be a strategic resource for pursuing competitiveadvantage,
allowing an organization to respond more rapidly to changing market and
customer needs. Organizations rely on ERP systems to manage and integrate
resources across the enterprise including component procurement, inventory
management, manufacturing control, sales management, distribution,
transportation, finance and other functions. The emergence of new computer and
communications technologies, the requirements for addressing Year 2000 system
issues and new developments in electronic commerce are creating demand for a
new generation of ERP applications that offer solutions with expanded
functionality which can be implemented faster, with less risk and lower cost
and which are designed to accommodate future changes to the manufacturing
processes.

Mid-size manufacturers, consisting of independent companies and divisions,
sites and subsidiaries of larger companies with annual revenues of between $20
million and $500 million, are focused on balancing their needs for
functionality from their ERP systems against budgetary constraints. The IBM
AS/400 system, which MAPICS believes is the leading platform used by mid-size
manufacturers, is increasingly being used as a server for client/
server networks and offers an attractive platform alternative for many
companies implementing ERP solutions because of its low cost of ownership,
flexibility, scalability and maintainability. According to industry sources,
the total worldwide market for ERP systems on all hardware systems was
approximately $5.5 billion in 1996 and will grow at least 20% this year. IBM
has reported that more than 425,000 AS/400 systems have been shipped since
1988. In addition, according to industry sources, more than 60,000 IBM AS/400
systems were shipped during 1996.

In order to compete effectively in their market today and in the future,
mid-size manufacturers require the benefits of client/server ERP solutions that
are affordable and can be implemented quickly, with minimal disruption to
business, and that can be maintained with a limited information technology
staff. ERP systems must provide sufficient depth of functionality and
flexibility to enable manufacturers to respond to varying customer needs and
must offer scalability for growth in operations. Mid-size manufacturers prefer
fully integrated ERP solutions covering all aspects of managing the business
enterprise as opposed to specialized solutions which are costly to integrate
and maintain and are difficult to synchronize when changes are made in software
solutions developed by multiple vendors.

The Solution

MAPICS is a leading provider of ERP software applications for mid-size
discrete and batch-process manufacturing enterprises worldwide. MAPICS'
approach to addressing this market includes the following:

Integrated Product Line With Broad And Deep Functionality. The MAPICS XA
product line currently consists of 44 integrated application modules which
offer the breadth and depth of functions required to manage a complex
manufacturing enterprise. The MAPICS products, initial versions of which were
introduced over 19 years ago, reflect MAPICS' comprehensive understanding of
manufacturing processes across a wide range of industries worldwide. MAPICS
offers a suite of fully integrated application modules which has expanded from
the original 19 modules (many of which have been substantially enhanced and
rewritten) to 44 over the past three years. These new modules and product
enhancements were developed in response to emerging customer needs and include,
among others, Intersite Logistics, Material Requirements Planning, Customer
Order Management, International Financial Management and Electronic Commerce.
Additionally, all of the current versions of MAPICS products are Year 2000
compliant.

Customers Able to Migrate to New Technologies Gradually. MAPICS
continually enhances its product offerings to meet the specific needs of
customers and offers customers the opportunity to gradually migrate to new
technologies, one user at a time if desired, while protecting their existing
investments in both hardware and software. As new features and functions are
added, all existing functionality is preserved. MAPICS XA utilizes the
technology often sought by manufacturers, such as client/server computing,
object-oriented technology and data warehousing.

Local Implementation and Support Services. MAPICS users throughout the
world benefit from the implementation and other support services provided by
MAPICS' more than 80 local distribution affiliates. These affiliates offer
customers experienced local contact to implement and customize MAPICS products
rapidly and cost effectively and also offer customers the necessary level of
support to permit them to maintain limited information

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<PAGE>

technology staffs. These affiliates are also able to customize applications for
customers. MAPICS has consolidated its distribution channel, reducing
significantly the number of affiliates in place at the time the business was
acquired in 1993, retaining its current affiliates because of their ability to
sell and market MAPICS products, product knowledge, quality of customer
support, implementation capacity and financial stability.

High Quality Product Support. MAPICS is dedicated to providing high
quality support for its products both directly through its approximately 90
employee support staff and through its affiliates. MAPICS' development
laboratory and the primary customer support center were among the first in the
ERP packaged software industry to be ISO 9001 registered, and they remain among
the few which have achieved this status. In the AMR Survey, MAPICS products
received the highest overall total score (nearly one-third higher than the next
competitor) based on 15 different factors, including functionality, value,
implementation results, quality of support, service and maintenance, and
knowledge of sales force.

Strategy

MAPICS' primary objective is to continue to be a leading provider of
integrated ERP solutions to mid-size manufacturers worldwide. The key elements
to implement this strategy are:

Leverage Large Installed Customer Base. MAPICS believes the approximately
5,700 customer sites using MAPICS applications represent one of the largest
installed user bases in the ERP industry. Opportunities for recurring revenue
from existing customers include continued licensing of existing modules,
licensing of additional modules, implementation of MAPICS products at
additional sites, upgrades to larger processors and migrations to new
technologies.

Utilize Well-Established Affiliate Distribution Channel. MAPICS products
are distributed in over 50 countries through a network of more than 80
affiliates. The use of local affiliates provides MAPICS with strong market
access and penetration, while providing for local support. With their extensive
experience installing MAPICS products, these affiliates typically offer
customers high quality and cost-effective local implementation, consulting and
support services and, in some cases, offer complementary products. Affiliates
typically have extensive knowledge of the mid-size manufacturing industry in
their geographic region and are able to establish and maintain cooperative
relationships with MAPICS customers. While these activities generate
significant revenues for the affiliates, the affiliate distribution channel
provides MAPICS with an attractive variable cost structure for sales and
marketing. MAPICS continues to enhance its affiliate distribution channel by
providing new training programs, assisting in affiliate recruiting efforts and
improving communications with its affiliates.

Accelerate Growth in International Markets. MAPICS intends to continue to
expand its market presence throughout the world, with a focus on Europe where
there is a large installed base of AS/400 systems. During 1996, MAPICS
introduced its International Financial Management suite of modules, which are
designed to meet the requirements of international enterprises with customers
and production facilities in multiple countries. To address specific needs in
local markets, MAPICS modules are translated and localized, supporting the
local language, currency, taxation and accounting requirements. Currently, the
most commonly installed MAPICS XA application modules are available in English,
Chinese, French, German, Japanese, Portuguese and Spanish.

Broaden Customer Base with New Functionality. MAPICS intends to continue
to broaden its customer base by offering new functionality and technology
required by both new and existing customers. MAPICS uses the feedback it
receives from its customers, affiliates and Solution Partners to develop the
functionality needed by certain segments of the mid-size manufacturing
industry. For example, MAPICS recently introduced Intersite Logistics for
customers with multiple, interrelated production sites; Contract Accounting for
manufacturers with projects which extend over long time periods and for
government contractors; and Knowledge Based Configurator for manufacturers in
make-to-order production industries.

Migrate Customers to New Technologies Gradually. MAPICS is committed to
enhancing the functionality of its products and delivering solutions which
utilize new technologies sought by users, while preserving users' previous
investments in both hardware and software. This evolutionary product
development strategy is designed to offer customers the opportunity to migrate
to new technologies at their own pace, as gradually as one user at a time, if
desired. MAPICS believes this approach is attractive to those mid-size
manufacturers who seek functional applications which operate on established
hardware platforms. Product development priorities are determined by insight
and input from MAPICS' customers, Solution Partners and affiliates. Also,
MAPICS will continue to work with its Solution Partners, which enables MAPICS
to offer functionality to meet specific customer needs.

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<PAGE>

Products

The MAPICS I application system, the first comprehensive manufacturing
resource planning system, was introduced in 1978 by IBM. In 1984, IBM
introduced the enhanced MAPICS II application, which was designed to run on
IBM's System 36 and 38 computers. In 1989, IBM introduced MAPICS/DB to run on
IBM's AS/400 system. In 1993, MAPICS acquired the exclusive marketing rights to
the MAPICS product line and retained approximately 150 former IBM employees to
continue the development and support of the MAPICS products.

Following the acquisition, MAPICS undertook to improve the overall
functionality of the MAPICS products and in 1994 MAPICS eXtended Advantage (XA)
was introduced by MAPICS. Overall, since the acquisition of the marketing
rights in 1993, MAPICS has expanded the number of software modules from 19 to
44, and has substantially enhanced and rewritten many of the original modules.

MAPICS' principal software product line, MAPICS XA, which runs on the IBM
AS/400 system, provides a comprehensive and integrated ERP solution for
mid-size manufacturing enterprises. The MAPICS XA product line has been
designed to support, within a single site or multiple sites, varied production
and operational processes. The MAPICS products provide the flexibility to
expand to additional sites and processes as a manufacturer's business evolves.
The MAPICS XA product line consists of application modules, which can be
combined and integrated to meet the evolving and specific needs of MAPICS'
customers.

MAPICS XA software application modules integrate feature-rich applications
in the following key application areas:

Engineering and Cost Management Applications assist in the development of
data which describe the materials, processes and facilities required to
estimate costs and produce manufactured items. MAPICS' four software modules in
this area include:

<TABLE>
<S> <C>
Product Data Management Engineering Data Management
PDMPlus Estimating and Quote Management

</TABLE>

Market and Demand Management Applications provide for the configuration
and entry of customer orders and the control of these orders through pricing,
picking, shipping and invoicing. Also included is the analysis of the demand
sources (e.g., customers, sales territories and geographies) of all orders.
MAPICS' four software modules in this area include:

<TABLE>
<S> <C>
Customer Order Management Market Monitoring and Analysis
Sales Analysis Knowledge-based Configurator

</TABLE>

Plant Operations and Logistics Management Applications support the
procurement and tracking of material, the launch and control of manufacturing
activity, and the management of plant maintenance. MAPICS' 14 software modules
in this area include:

<TABLE>
<S> <C>
Inventory Management Production Control and Costing
Repetitive Production Management Production Monitoring and Control
Intersite Logistics-Single Site Entity Management
Intersite Logistics-Multiple Site Preventive Maintenance
Purchasing Work Order Management
Approvals MRO Inventory
Maintenance EIS Maintenance Imaging

</TABLE>

Production Resource Planning Applications: project the demand for
materials, personnel and equipment based on forecasts and assist in preparing
the master schedule to produce items ordered by customers. MAPICS' five
software modules in this area include:

<TABLE>
<S> <C>
Forecasting Master Production Schedule Planning
Material Requirements Planning Capacity Requirements Planning
Finite Capacity Planning and
Scheduling

</TABLE>

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<PAGE>

Financial Management and Measurements Applications provide financial and
managerial accounting functions and tracks historical performance of key
management measurements and contracts. MAPICS' 12 software modules in this area
include:

<TABLE>
<S> <C>
International Financial Management Accounting Management
Accounts Payable Accounts Payable
Accounts Receivable Accounts Receivable
General Ledger Financial Analysis
Contract Accounting General Ledger
Executive Information System Fixed Assets
Manufacturing Performance Analysis Payroll USA

</TABLE>

Cross Applications Solution Applications provide common services (e.g.,
security control, data retrieval, report development, data transmission) for
all application modules. MAPICS' five software modules in this area include:

<TABLE>
<S> <C>
Cross Application Support Electronic Commerce
PowerVision Visual WorkPlace
Information WorkPlace

</TABLE>

The MAPICS XA product line is compatible with the needs of mid-size
manufacturers throughout the world. MAPICS' most commonly purchased products
have been translated into at least six languages, support local currency
transactions and can be implemented and utilized in multisite, multinational
divisions of large, diverse enterprises.

When it first licenses its software, MAPICS receives both an initial
license fee and a periodic license fee. The periodic license fee, which is
typically paid annually in advance thereafter, entitles the customer to
continue using the software and to receive certain support services. If a
customer does not renew its periodic license, it is no longer entitled to use
MAPICS' software. The typical initial license fee for a new MAPICS system
ranges between $100,000 and $600,000, depending upon the number and type of
modules licensed, the size of the processor and in some instances the number of
users. The typical periodic license fee is based on a percentage of the then
current amount of the applicable initial license fee.

The MAPICS XA product line offers a Graphical User Interface (GUI), which
allows the user to choose between the lower cost character-based screens or a
Microsoft Windows-based look and feel. The MAPICS products have been converted
to be Year 2000 compliant and are offered to MAPICS customers who are paying
periodic license fees.

Product Development

Since MAPICS acquired the exclusive marketing rights to the MAPICS
products from IBM in 1993, it has released a number of new products and product
enhancements to the MAPICS/DB and MAPICS XA product lines. Ongoing product
development efforts are focused on addressing the needs of its customer base,
in part as a result of feedback from its local affiliates, and on further
broadening and deepening the functionality of MAPICS products. In particular,
research is currently being conducted by MAPICS to make MAPICS products
available in a JAVA development environment which can be ported to run on
multiple platforms, including the IBM AS/400 and those running Microsoft's NT
Server. To date, MAPICS has developed a prototype product that runs its PDMPlus
application on Microsoft's NT server platforms. MAPICS intends to employ the
technology underlying the prototype product to duplicate the MAPICS
applications on Microsoft's NT server platforms. These research efforts have
been undertaken so that MAPICS may, in the future, offer its customers a choice
of platforms on which to run MAPICS products. Development direction is
established by senior management with guidance from the marketing staff and
affiliates. The development team is responsible for design and design
verification, coding, quality assurance, documentation, and language conversion
of new enhancements, products and releases. MAPICS' development lab, located in
Atlanta, Georgia, is certified for compliance with ISO 9001.

In addition to internal development efforts, MAPICS has, to date,
developed 19 of MAPICS' software modules in collaboration with third parties,
termed "Solution Partners." Solution Partners are generally expected to
maintain development quality and procedures commensurate with those utilized in
MAPICS' internal development lab. As

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a result of working closely with its Solution Partners, MAPICS believes that
most of its software modules attain consistent quality, implementation and
support standards, and that most modules developed by Solution Partners are
virtually indistinguishable from those developed by MAPICS' internal
development team. The Solution Partners are generally paid royalties by MAPICS
when MAPICS receives its license fees for Solution Partner-developed modules.

Research and development expenditures have increased significantly in
recent periods as MAPICS has continued to focus on development of new and
enhanced products. During fiscal years 1994, 1995, and 1996, gross research and
product development expenditures were $11.5 million, $12.9 million, and $12.8
million, respectively.

Customers

MAPICS believes that MAPICS products have been licensed to more customer
sites worldwide than any other ERP software solution in the industry with an
installed user base of approximately 5,700 customer sites. MAPICS' primary
customers are mid-size discrete and batch process manufacturers, consisting of
independent companies and divisions, sites and subsidiaries of larger companies
with annual revenues of between $20 million and $500 million. Discrete mid-size
manufacturers generally seek software solutions that will address and help
manage product specifications, customer demand, inventory availability, labor
and equipment resources and advanced manufacturing techniques which require
just-in-time inventory replenishment. MAPICS believes that it meets the
practical business requirements of mid-size manufacturers by offering modular
technology choices which can be implemented gradually and which are fully
supported by local service providers. MAPICS' products assist customers in
meeting their internal goals of maintaining operational flexibility, responding
to market changes, increasing revenue and market share, and minimizing cost,
waste and disruption.

None of MAPICS' customers accounted for more than 10% of total revenues in
fiscal 1996. MAPICS does not believe that its backlog at any particular point
in time is indicative of future sales.

MAPICS' installed base includes divisions, sites and subsidiaries of the
following enterprises:

<TABLE>
<S> <C>
ABB Asea Brown Boveri (Holding) Ltd. International Game Technology
Bayer Corporation Kerry Ingredients UK Ltd.
Bostick, Inc. Matsushita Electronic Industrial Co., Ltd.
Bristol-Myers Squibb Company Michelin Corporation
Colgate-Palmolive Company Michigan Bulb Company Inc.
Coltec Industries Inc. MTD Products, Inc.
Cooper Industries Pall Corporation
Eaton Corporation Peg Perego Pines SPA
Emerson Electric Co. Philips Electronics N.V.
Figgie International, Inc. Shiseido Cosmetics (America) Ltd.
Gencor Ltd. Sub-Zero Freezer Co., Inc.
General Electric Company, P.L.C. Syntex Corp.
Giddings and Lewis, Inc. Thomas Lighting Inc.
Goodyear Tire & Rubber Company Volvo Corporation
Honda Motor Co., Ltd. Westinghouse Electric Corporation
York International

</TABLE>

Marketing and Sales

MAPICS markets its products through a network of more than 80 affiliates
in over 50 countries throughout North America, Europe, Africa, the Middle East,
the Asia Pacific region, and Latin America, which implements, services and
supports MAPICS' products throughout the world. The use of local affiliates
provides MAPICS with strong market access and penetration. Affiliates provide
sales, consulting, implementation and maintenance services directly to MAPICS'
customer base on a local basis. Typically, the affiliates have extensive
experience in installing MAPICS products and provide high quality,
knowledgeable consulting and support services to MAPICS' customers. Affiliates
tend to have extensive knowledge of the mid-size manufacturing industry in
their geographic region and are able to establish and maintain cooperative
relationships with MAPICS' customers. MAPICS does not own any interest in any
of its distribution affiliates. Each affiliate has the right to market and sell
MAPICS products within

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<PAGE>

a specific geographic territory and in return, affiliates are generally not
permitted to represent other, competitive, ERP systems. The affiliates are
managed by a sales management team which has emphasized consolidation of
smaller affiliates into larger organizations, eliminated overlapping
territories, and developed a higher level of sales skills.

The affiliate distribution channel provides significant leverage to
MAPICS. Most importantly, the affiliates provide a variable cost channel since
they generally receive a sales commission when MAPICS receives its license
fees. Moreover, the affiliate channel provides MAPICS continual input and
feedback regarding customer concerns and requirements, industry trends and
competitive products, thus enabling MAPICS to respond to and anticipate the
future product needs of its customer base and to incorporate such knowledge
into its product development efforts.

MAPICS historically has had excellent relations with its affiliates. These
strong relations are, MAPICS believes, attributable to a number of factors,
including the significant revenues which the affiliates receive both directly
from MAPICS as well as from consulting and customization services rendered to
users of MAPICS products and from IBM for sales of the AS/400. In addition, the
affiliates have generally made significant investments in developing MAPICS
knowledge within their organizations.

Customer Support and Service

MAPICS believes that providing a high level of customer service and
technical support is necessary to achieve rapid product implementation which,
in turn, is essential to long-term customer satisfaction and continued revenue
growth. Accordingly, MAPICS is committed to maintaining a high-quality,
knowledgeable affiliate channel supported by MAPICS' internal service and
support staff. MAPICS' customer service and support activities can be grouped
into two key areas, as follows:

Implementation consulting, education and applications integration
services. These services are provided on a project consulting basis by MAPICS'
affiliates. Implementation consulting services are provided on-site to assist
customers in the installation and use of MAPICS products whether entire systems
are implemented or individual modules are installed to augment existing
applications. MAPICS also provides its customers with supplemental materials
which guide the customer through the installation process thus increasing the
efficiency of installation and reducing the cost. MAPICS has developed and
provides educational materials and instructions which are used by affiliates in
customer classroom environments.

Installed product maintenance. MAPICS maintains a central telephone
response and assistance program. In North America, this program is available to
customers that pay periodic license fees, 24 hours a day, seven days a week.
Customers receive assistance in operational issues and resolving possible code
errors. A standardized telephone support management system is used by all
support centers to log telephone calls, trace problems or inquiries, identify
qualified support personnel to assist customers, follow the inquiry through to
a successful resolution and measure support performance. In the AMR Survey,
telephone support for the MAPICS products was rated the highest in the
industry.

MAPICS presently maintains three support centers: Atlanta, Georgia, which
serves North and South America; Eindhoven, Netherlands, which services Europe,
the Middle East and Africa; and Kuala Lumpur, Malaysia which services the Asia
Pacific region.

Proprietary Rights and Technology

MAPICS' success and ability to compete is heavily dependent upon its
proprietary technology, including its software source code. To protect its
proprietary technology, MAPICS relies on a combination of copyright, trademark
and trade secret laws and license and non-disclosure agreements, which may
afford only limited protection. In addition, effective copyright protection may
be unavailable or limited in certain foreign countries. Although MAPICS relies
on the limited protection afforded by such intellectual property laws, it also
believes that factors such as the technological and creative skills of its
personnel, new product developments, frequent product enhancements, name
recognition and reliable customer support are also essential to establishing
and maintaining a technology leadership position. MAPICS presently has no
patents or patent applications pending. The source code for MAPICS' proprietary
software is protected both as a copyrighted work and certain of the
applications are protected as trade secrets. MAPICS generally enters into
confidentiality or license agreements with its employees, consultants,
distributors and customers, and generally controls access to and distribution
of its software,

62
<PAGE>

documentation and other proprietary information. MAPICS is reliant, however,
upon certain of its Solution Partners to continue to allow MAPICS to use
technologies developed by such Solution Partners on terms that are favorable to
MAPICS.

Despite the measures taken by MAPICS to protect its proprietary rights,
unauthorized parties may attempt to reverse engineer or copy aspects of MAPICS
products or to obtain and use information that MAPICS regards as proprietary.
Policing unauthorized use of MAPICS products is difficult. Litigation may be
necessary in the future to enforce MAPICS' intellectual property rights, to
protect MAPICS' trade secrets, to determine the validity and scope of the
proprietary rights of others, or to defend against claims of infringement or
invalidity. Such litigation could result in substantial costs and diversion of
resources and could have a material adverse effect on MAPICS' business,
operating results and financial condition. In addition, to the extent MAPICS
desires or is required to obtain licenses to proprietary rights of others,
there can be no assurance that any such licenses will be made available on
terms acceptable to MAPICS, if at all. Any litigation or dispute regarding
proprietary technology which results in a ruling or settlement that is adverse
to MAPICS, could have a material adverse effect on MAPICS' business operating
results and financial condition. Claims against MAPICS, with or without merit,
as well as claims initiated by MAPICS against third parties, can be time
consuming and expensive to defend, prosecute or resolve.

Competition

The market for ERP software within the mid-size manufacturing industry is
highly competitive, changes rapidly and is to a significant degree affected by
new product introductions and other market activities of industry participants.
MAPICS products and related services are primarily targeted at the market for
business applications software for use with the IBM AS/400. MAPICS' current and
prospective competitors offer a variety of products which address this and
similar markets. MAPICS' primary competition comes from a large number of
independent software vendors and other sources, including Baan N.V., Computer
Associates, Inc., Intentia AB, JBA Holdings Plc, J.D. Edwards and Company,
Inc., Oracle Corporation, SAP AG and System Software Associates, Inc. Of
MAPICS' primary competitors, the products of Intentia are currently designed
solely for use with the IBM AS/400, and the products of JBA Holdings, J.D.
Edwards and System Software Associates are currently designed for use primarily
with the IBM AS/400. MAPICS also experiences some competition from vendors of
specialized applications.

The principal competitive factors in the market for ERP software and
services include product functionality, quality, performance, reliability,
ease-of-use, cost-effectiveness, size of installed base, technology, service,
and vendor reputation and financial stability. MAPICS believes that its
products currently compete favorably on the foregoing bases, although in
certain instances it may be at a competitive disadvantage against companies
with greater financial, marketing, service, support, and technological
resources, and greater name recognition. MAPICS believes its competitive
strengths include its extensive mid-size manufacturing industry expertise, its
dedicated affiliate channel, broad and deep functionality of its products and
proven customer satisfaction.

In order to be successful in the future, MAPICS must continue to respond
promptly and effectively to the challenges of technological change and its
competitors' innovations by continually enhancing its own product offerings.
There can be no assurance, however, that MAPICS products will continue to
compete favorably or that MAPICS will be successful in the face of increasing
competition from new products and enhancements introduced by existing
competitors or by new companies entering this market. In addition, because
MAPICS often relies on third party affiliates for implementation and other
support of its products, there can be no assurance that these affiliates will
maintain high quality standards sufficient to maintain the reputation and
competitive position of MAPICS. MAPICS must continue to respond effectively to
customer needs and properly select and incorporate those technologies and
application functionalities that will meet the challenges posed by competitors'
innovations. To accomplish these critical objectives, MAPICS must continue to
invest in enhancing its current products and introduce new products to remain
competitive.

Employees

As of April 30, 1997, MAPICS employed a total of 234 employees. None of
MAPICS' employees is represented by a labor union. MAPICS has experienced no
work stoppages and believes that its employee relations are good.

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<PAGE>

MAPICS' future operating results depend in significant part upon the
continued service of its key technical and senior management personnel. MAPICS'
future success also depends on its continuing ability to attract and retain
highly qualified technical and managerial personnel. Competition for such
personnel is intense, and may further intensify due to the hiring needs of
numerous competitors to particularly address Year 2000 issues. There can be no
assurance that MAPICS will retain its key managerial or technical personnel or
attract such personnel in the future. MAPICS has at times experienced and
continues to experience difficulty recruiting qualified personnel and there can
be no assurance that MAPICS will not continue to experience such difficulties
in the future. MAPICS, either directly or through personnel search firms,
actively recruits qualified product development, consulting and sales and
marketing personnel. If MAPICS is unable to hire and retain qualified personnel
in the future, such inability could have a material adverse effect on MAPICS'
business, financial condition and results of operations.

Facilities

MAPICS' principal administrative, marketing, product development and
support facilities are located in Atlanta, Georgia, where MAPICS leases a total
of approximately 60,000 square feet under two agreements that expire in March
1998 and 1999. MAPICS has other leases in place for its North American, Latin
American, European and Asian Pacific sales and service offices. MAPICS believes
that its facilities are adequate for its current needs.

Marcam's principal administrative, marketing and product development and
support facilities are located in Newton, Massachusetts. In connection with the
Distribution, Marcam will assign its lease for the premises in Newton,
Massachusetts (approximately 94,000 square feet) to Marcam Solutions. This
lease expires in 1999. Marcam will also assign the leases for certain of the
Atlanta Facilities as well as the Saddle Brook, New Jersey, Oakbrook Terrace,
Illinois and Irvine, California locations to Marcam Solutions. The remaining
facilities will not be affected by the Distribution.

Legal Proceedings

MAPICS is subject to legal proceedings and claims which arise in the
normal course of business. While the outcome of these matters cannot be
predicted with certainty, management does not believe the outcome of any of
these legal matters will have a material adverse effect on MAPICS' business,
financial condition or results of operations.

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<PAGE>

MAPICS SELECTED COMBINED FINANCIAL DATA(A)

The following table sets forth selected combined financial data of MAPICS
as of and for the years ended September 30, 1994, 1995 and 1996, for the six
months ended March 31, 1996 and 1997 and as of March 31, 1997. The selected
combined financial data as of and for the years ended September 30, 1994, 1995,
and 1996 have been derived from MAPICS' combined financial statements which have
been audited by Coopers & Lybrand L.L.P., independent public accountants, as
indicated in their report. The selected combined financial data for the six
months ended March 31, 1996 and 1997 and as of March 31, 1997 have been derived
from MAPICS' unaudited combined financial statements which, in the opinion of
management of MAPICS, have been prepared on the same basis as the audited
combined financial statements and include all adjustments, consisting only of
normal recurring accruals, necessary for a fair presentation of the results of
operations and financial position as of and for these periods. Operating results
for the six months ended March 31, 1997 are not necessarily indicative of the
results to be expected for the entire year. These data should be read in
conjunction with "MAPICS Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the MAPICS Combined Financial
Statements and notes thereto included elsewhere in this Proxy
Statement/Prospectus.

<TABLE>
<CAPTION>
Fiscal Years Ended September 30, Six Months Ended March 31,
-------------------------------- --------------------------
1994 1995 1996 1996 1997
--------- --------- --------- --------- --------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Revenues:
License ........................... $33,410 $42,745 $45,341 $20,501 $25,328
Services ........................ 19,373 26,553 32,261 15,343 18,837
-------- -------- -------- -------- --------
Total revenues .................. 52,783 69,298 77,602 35,844 44,165
Operating expenses:
Cost of license revenues ......... 3,280 5,689 6,913 3,026 4,129
Cost of services revenues ......... 5,428 7,567 9,499 4,573 5,301
Selling and marketing ............ 17,765 24,780 27,851 13,028 14,834
Product development ............... 6,692 7,432 6,398 3,122 4,969
General and administrative ...... 4,810 5,384 5,965 2,212 4,360
-------- -------- -------- -------- --------
Total operating expenses ......... 37,975 50,852 56,626 25,961 33,593
Operating income .................. 14,808 18,446 20,976 9,883 10,572
Income tax expense ............... 4,641 7,112 8,076 3,805 4,071
-------- -------- -------- -------- --------
Net income ........................ $10,167 $11,334 $12,900 $ 6,078 6,501
======== ======== ======== ======== ========
Pro forma net income per common
share (B) ........................ $ 0.75 0.36
======== ========
Pro forma weighted average
number of common shares
outstanding (B) .................. 17,185 17,991
======== ========

</TABLE>

<TABLE>
<CAPTION>
As of September 30, As of March 31,
---------------------------------------- ----------------
1994 1995 1996 1997
----------- ----------- ------------ ----------------
(In thousands)
<S> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents ......... $ 107 $ 226 $ 378 $ 852
Working capital (deficit) (C) ...... (2,040) (8,527) (13,945) (13,999)
Total assets ........................ 36,392 41,226 45,405 46,646
Long-term liabilities ............... 493 196 884 394
Divisional equity .................. 17,091 11,492 9,193 9,228

</TABLE>

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

(A) See Notes to Combined Financial Statements of MAPICS appearing elsewhere in
this Proxy Statement/Prospectus.

(B) See Note 2 of Notes to Combined Financial Statements of MAPICS for
information concerning the computation of per share earnings.

(C) Includes $9.7 million, $15.2 million, $18.6 million and $21.2 million of
deferred revenue at September 30, 1994, 1995 and 1996 and March 31, 1997,
respectively.

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<PAGE>

MAPICS MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with
"MAPICS Selected Combined Financial Data" and the MAPICS Combined Financial
Statements and notes thereto included elsewhere in this Proxy
Statement/Prospectus. The discussion in this Proxy Statement/Prospectus contains
forward-looking statements that involve risks and uncertainties, such as
statements of MAPICS' plans, objectives, expectations and intentions. The
cautionary statements made in this Proxy Statement/Prospectus should be read as
being applicable to all related forward-looking statements wherever they appear
in this Proxy Statement/Prospectus. MAPICS' actual results could differ
materially from those discussed herein. Factors that could cause or contribute
to such difference include those discussed in "MAPICS Risk Factors" as well as
those discussed elsewhere herein.

Overview

The MAPICS product line was initially introduced by International Business
Machines Corporation ("IBM") in 1978 to provide integrated application software
for accounting, manufacturing and logistics for mid-size manufacturers. In
February 1993, Marcam acquired the exclusive marketing and licensing rights to
the MAPICS products from IBM and began managing the development and support of
the MAPICS products. In September 1995, Marcam acquired all of the outstanding
capital stock of the company that owned the MAPICS products. The combined
financial statements and other financial information included in this
Prospectus have been prepared using Marcam's historical basis in the assets,
liabilities and historical results of operations of the business related to the
MAPICS products. See Notes to MAPICS Combined Financial Statements.

MAPICS generates revenues primarily from licensing its software. When it
first licenses its software, MAPICS receives both an initial license fee and a
periodic license fee. The periodic license fee, which is typically paid
annually in advance thereafter, entitles the customer to continue using the
software and to receive certain support services. If a customer does not renew
its periodic license, it is no longer entitled to use MAPICS' software. MAPICS
believes this licensing arrangement provides it with recurring revenues from
its installed base of customers and enables customers to take advantage of new
releases and enhancements of its software. Initial license fees are recorded as
license revenues, and periodic license fees are recorded as services revenues
and recognized ratably over the period.

MAPICS' cost structure is designed so that a significant portion of its
costs vary in direct relation to license revenues, particularly its selling and
marketing expenses and cost of license revenues. The MAPICS products are sold
primarily through MAPICS' network of independent local affiliates, with support
from MAPICS' sales management. MAPICS' single largest expense is commissions
paid to these affiliates, which are based on the revenues they generate from
selling licenses to the MAPICS products. MAPICS currently expects that as its
affiliates generate increasing license revenues, selling and marketing expenses
will decrease as a percentage of revenues because of the relatively fixed cost
of MAPICS' direct selling and marketing activities. The affiliates, not MAPICS,
provide MAPICS' customers with consulting and implementation services relating
to the MAPICS products. As a result, MAPICS neither receives revenues from
providing consulting and implementation services nor bears the fixed costs
inherent in maintaining a services business.

In Japan and certain Eastern European countries, MAPICS utilizes resellers
rather than affiliates to distribute the MAPICS products and MAPICS records as
license revenues the net royalties received from the resellers without any
corresponding commission expenses. From 1994 to 1996, net royalties received
from such resellers decreased from 17.0% to 1.3% of total license revenues.
MAPICS' strategy has been to replace these resellers with affiliates in order
to provide MAPICS with a more direct relationship with its customers. This
shift generally has resulted in an increase in selling and marketing expense as
a percentage of revenues and a decrease in the operating margin percentage.
MAPICS believes that the proportion of reseller sales to total license revenues
will remain relatively constant for the foreseeable future.

Cost of license revenues consists primarily of royalties paid to Solution
Partners with respect to products licensed by MAPICS and amortization of
software development costs. MAPICS expects that cost of license revenues will
vary based on the mix of products licensed during the applicable period between
MAPICS-developed products and Solution Partner-developed products. MAPICS
licenses from its Solution Partners complementary software products which have
been integrated into the MAPICS product line. When MAPICS licenses a Solution

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<PAGE>

Partner product to a customer, MAPICS pays a royalty to the Solution Partner.
As a result, a significant portion of its cost of license revenues varies in
direct relation to license revenues based on Solution Partners' products.
Through its Solution Partner arrangements, MAPICS has been able to both enhance
the functionality of its existing products and introduce new products utilizing
this variable cost approach to expand its product offerings. During the past
three fiscal years, the mix of products licensed by MAPICS has included
increasing percentages of Solution Partner products, which has resulted in both
increasing revenues and royalty costs.

MAPICS' capitalized software development costs result primarily from
internal software development activities and the translation of software into
various foreign languages. MAPICS has typically amortized its capitalized
software development and translation costs over five years. As of March 31,
1997, MAPICS' balance sheet reflected approximately four years of accumulated
capitalized software development costs, because MAPICS did not begin
capitalizing software until the acquisition of the exclusive marketing and
licensing rights to the MAPICS products in February 1993. Consequently, MAPICS
currently expects amortization of these costs to continue to increase through
fiscal 1998, when five years of software development costs will have been
capitalized. In addition, in fiscal 1997 MAPICS made a decision to amortize its
1997 and future translation expenditures over a revised useful life of two
years rather than five years. This decision resulted, beginning in the first
quarter of fiscal 1997, and will continue to result, in an increase in
amortization expense compared with fiscal 1996.

In the U.S. and Canada, MAPICS is the provider of support services
(primarily via telephone) to its customers. Elsewhere, MAPICS engages local
affiliates to provide varying degrees of support services for a fee. For
certain Solution Partner-developed products, the Solution Partners provide
varying levels of support for a fee. The costs of MAPICS' direct support
services and the fees paid to affiliates and Solution Partners for providing
support services are recorded as cost of services revenues.

In 1996, MAPICS reduced its level of spending on product development
activities other than translation of products ("core product development")
because, at the time, Marcam anticipated that the MAPICS products would use
certain technologies being developed in connection with its Protean and Avantis
product lines. Subsequently, MAPICS determined that such a development strategy
was not consistent with the demands of its target market and commenced a
revised development strategy which will allow future platform independence.
MAPICS anticipates continuing its efforts to develop additional versions of
certain of its applications to run on Microsoft's NT server platforms. MAPICS
does not believe that such additional versions will materially affect results
of operations or liquidity. MAPICS currently anticipates that core product
development expenditures will increase as a percentage of revenues to levels
more consistent with those of 1994 and 1995. Costs of establishing
technological feasibility of computer software products are charged to product
development expense as they are incurred. Consequently, MAPICS' operating
results may be affected adversely by significant changes in the level of
product development investments.

Certain expenses presented in the combined financial statements and other
financial information included in this Proxy Statement/Prospectus have been
allocated based on management's estimates of the cost of services provided to
MAPICS by Marcam. MAPICS' management believes that these allocations are
reasonable. The combined financial statements and other financial information
included in this Proxy Statement/Prospectus, however, may not necessarily
reflect the combined financial position, results of operations and cash flows
of MAPICS had it operated as a separate entity during the periods presented, or
what they may be in the future.

Results of Operations

The following table sets forth, for the periods indicated, the percentage
of total revenues represented by certain line items in MAPICS' combined
statements of operations.

<TABLE>
<CAPTION>
Fiscal Years Ended September 30, Six Months Ended March 31,
-------------------------------- --------------------------
1994 1995 1996 1996 1997
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Revenues:
License ...... 63.3% 61.7% 58.4% 57.2% 57.3%
Services ...... 36.7 38.3 41.6 42.8 42.7%
----- ----- ----- ----- -----
Total ......... 100.0 100.0 100.0 100.0 100.0%

</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
Fiscal Years Ended September 30, Six Months Ended March 31,
-------------------------------- --------------------------
1994 1995 1996 1996 1997
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Operating expenses:
Cost of license revenues ......... 6.2 8.2 8.9 8.4 9.3
Cost of services revenues ...... 10.3 10.9 12.2 12.8 12.0
Selling and marketing ............ 33.7 35.8 35.9 36.3 33.6
Product development ............ 12.7 10.7 8.3 8.7 11.3
General and administrative ...... 9.1 7.8 7.7 6.2 9.9
----- ----- ----- ----- -----
Total operating expenses ...... 72.0 73.4 73.0 72.4 76.1
----- ----- ----- ----- -----
Operating income .................. 28.0 26.6 27.0 27.6 23.9
Income tax expense ............... 8.8 10.3 10.4 10.6 9.2
----- ----- ----- ----- -----
Net income ........................ 19.2% 16.3% 16.6% 17.0% 14.7%
===== ===== ===== ===== =====

</TABLE>

Six Months ended March 31, 1997 Compared to Six Months ended March 31,
1996

Revenues. MAPICS generates revenues from licensing its software. Total
revenues increased 23.2% to $44.2 million for the six months ended March 31,
1997 from $35.8 million for the six months ended March 31, 1996. License
revenues increased 23.5% to $25.3 million for the six months ended March 31,
1997 from $20.5 million for the six months ended March 31, 1996. This increase
resulted primarily from an increase of license sales to new customers, and to a
lesser extent, an increase of license sales to existing customers for new
sites, upgraded systems and additional modules, particularly in the U.S.,
Canada and the Europe, Middle East and Africa region ("EMEA"). Services
revenues increased 22.8% to $18.8 million for the six months ended March 31,
1997 from $15.3 million for the six months ended March 31, 1996, principally
due to the increase in MAPICS' installed customer base and additional optional
support offerings that were made available in the second quarter of fiscal 1996
in EMEA to customers who had licensed MAPICS products from IBM without support
services.

Cost of License Revenues. Cost of license revenues consists primarily of
royalties paid to Solution Partners with respect to products licensed by MAPICS
and amortization of capitalized software development costs. Cost of license
revenues increased 36.5% to $4.1 million for the six months ended March 31,
1997 from $3.0 million for the six months ended March 31, 1996. These costs
increased as a percentage of license revenues to 16.3% from 14.8% for the six
months ended March 31, 1997 and 1996, respectively. These increases were
primarily due to increased royalty costs as the volume of Solution Partner
products licensed by MAPICS increased from the 1996 period to the 1997 period
and increased amortization of capitalized software development and translation
costs which resulted from the increased capitalized software asset.

Cost of Services Revenues. Cost of services revenues consists primarily of
personnel costs related to the ongoing maintenance and support of the MAPICS
products, fees paid to affiliates outside the U.S. and Canada to provide
certain support services in those regions and the fees paid to Solution
Partners to provide similar services with respect to their products. Cost of
services revenues increased 15.9% to $5.3 million for the six months ended
March 31, 1997 from $4.6 million for the six months ended March 31, 1996,
primarily as a result of the increased fees paid to affiliates and Solution
Partners for providing support services. As a percentage of services revenues,
these costs decreased to 28.1% from 29.8% for the six months ended March 31,
1997 and 1996, respectively. This decrease resulted primarily from the
relatively fixed personnel costs in MAPICS' support services organization which
were offset in part by the increased fees paid to Solution Partners and
affiliates for support services in the 1997 period.

Selling and Marketing. Selling and marketing expenses consist primarily of
commissions paid to MAPICS' independent affiliates, compensation for MAPICS'
sales and marketing personnel and direct costs associated with MAPICS'
marketing campaigns. Selling and marketing expenses increased 13.9% to $14.8
million for the six months ended March 31, 1997 from $13.0 million for the six
months ended March 31, 1996. This increase in the 1997 period was due primarily
from increased commissions earned by affiliates on increased license revenues.
As a percentage of revenues, selling and marketing expenses decreased to 33.6%
from 36.3% for the six months ended March 31, 1997 and 1996, respectively. This
decrease resulted primarily from MAPICS' direct selling and marketing costs
being relatively fixed in nature.

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<PAGE>

Product Development. Product development expenses consist primarily of
compensation for software engineering personnel and independent contractors
retained to assist in MAPICS' product development efforts. Costs of
establishing technological feasibility of computer software products are
charged to product development expense as they are incurred. Thereafter,
certain software development costs and the cost of translating software
products into different foreign languages are capitalized in accordance with
Statement of Financial Accounting Standards No. 86. Capitalized software
development costs are amortized over the useful lives of such products which
are generally five years (except for translation expenditures capitalized in
1997 which are being amortized over two years). Amortization expense is charged
to cost of license revenues.

Overall product development expenses increased 59.2% to $5.0 million for
the six months ended March 31, 1997 from $3.1 million for the six months ended
March 31, 1996 and increased as a percentage of revenues to 11.3% from 8.7% for
the six months ended March 31, 1997 and 1996, respectively. These increases
resulted primarily from lower costs qualifying for capitalization in 1997 than
in 1996 due to MAPICS' core development efforts. See "Overview" and "Business
of MAPICS--Product Development".

Gross core development expenditures increased 16.3% to $6.0 million for
the six months ended March 31, 1997 from $5.2 million for the six months ended
March 31, 1996. This increase was primarily due to increased development
expenditures as a result of MAPICS' change in product development strategy. See
"Overview" and "Business of MAPICS--Product Development." The amounts of core
development expenditures capitalized for the six months ended March 31, 1997
and 1996 were $1.2 million and $2.2 million, respectively, representing 19.1%
and 42.1% of gross core development expenditures during those periods. The
amounts of development expenditures capitalized during the period decreased
because a higher proportion of development expenditures were related to the
establishment of technological feasibility of MAPICS' revised development
strategy. Gross translation expenditures decreased 30.8% to $1.3 million for
the six months ended March 31, 1997 from $1.9 million for the six months ended
March 31, 1996. Translation expenditures are typically project related and the
timing of these expenditures is subject to change from period to period. The
amounts of translation costs capitalized for the six months ended March 31,
1997 and 1996 were $1.2 million and $1.8 million, respectively, representing
93.8% of gross translation expenditures during both periods.

General and Administrative. General and administrative expenses consist
primarily of salaries of executive, financial, legal and administrative
personnel, outside professional and service fees and provisions for bad debts.
General and administrative expenses increased 97.1% to $4.4 million for the six
months ended March 31, 1997 from $2.2 million for the six months ended March
31, 1996 due primarily to an increase in the provision for bad debts, as well
as increases in facilities and personnel costs. General and administrative
expenses represented 9.9% of revenues for the six months ended March 31, 1997
as compared to 6.2% for the six months ended March 31, 1996. The level of
general and administrative expenses for the 1996 period was relatively low
primarily because MAPICS recorded less bad debt expense due to available
reserves.

Provision for Income Taxes. Income tax expense represented 38.5% of income
before tax expense for the six months ended March 31, 1997 and 1996. The
effective tax rates for both periods exceeded the statutory federal rate
largely due to the impact of state income taxes partially offset by research
and experimentation credits.

Fiscal 1996 Compared to Fiscal 1995

Revenues. Total revenues increased 12.0% to $77.6 million in 1996 from
$69.3 million in 1995. License revenues increased 6.1% to $45.3 million in 1996
from $42.7 million in 1995. This increase resulted primarily from an increase
of license sales to new and existing customers for new sites, upgraded systems
and additional modules, particularly outside the U.S. and Canada. This increase
was primarily attributable to the availability of French, German, Spanish and
Portuguese translations of Release 2 of MAPICS XA. Services revenues increased
21.5% to $32.3 million in 1996 from $26.6 million in 1995, principally due to
the increase in MAPICS' installed customer base and revenues from optional
support services offered in EMEA to customers who had licensed MAPICS products
from IBM without support services.

Cost of License Revenues. Cost of license revenues increased 21.5% to $6.9
million from $5.7 million in 1995 and represented 15.2% and 13.3% of license
revenues in 1996 and 1995, respectively. This increase was primarily due to
increased royalty costs as the volume of Solution Partner products licensed by
MAPICS increased

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<PAGE>

from 1995 to 1996 and increased amortization of capitalized software
development and translation costs which resulted from the increased capitalized
software asset.

Cost of Services Revenues. Cost of services revenues increased 25.5% to
$9.5 million from $7.6 million in 1995 and represented 29.4% and 28.5% of
services revenues in 1996 and 1995, respectively. This increase was primarily
due to increases in staff and other costs in 1996 to support the growing base
of customers in EMEA.

Selling and Marketing. Selling and marketing expenses increased 12.4% to
$27.9 million in 1996 from $24.8 million in 1995 and represented 35.9% and
35.8% of total revenues in 1996 and 1995, respectively. The increase in these
expenses resulted primarily from increased commissions earned by affiliates on
increased revenues. As a percentage of total revenues, these expenses remained
relatively constant as a result of changes in the mix of revenues from
affiliates and resellers. See "Overview."

Product Development. Overall product development expenses decreased 13.9%
to $6.4 million from $7.4 million in 1995 and represented 8.3% and 10.7% of
total revenues in 1996 and 1995, respectively. These decreases resulted
primarily from lower core development expenditures in 1996. See "Overview" and
"Business of MAPICS--Product Development."

Gross core development expenditures decreased 9.9% to $9.1 million for
1996 from $10.0 million for 1995. This decrease was due primarily to the change
in MAPICS' development strategy. See "Overview." The amounts of core
development expenditures capitalized for 1996 and 1995 were $2.9 million and
$2.8 million, respectively, representing 31.9% and 28.2% of gross core
development expenditures during those periods. Gross translation expenditures
increased 27.6% to $3.7 million for 1996 from $2.9 million for 1995. The
amounts of translation costs capitalized for 1996 and 1995 were $3.5 million
and $2.7 million, respectively, representing 93.6% and 92.4% of gross
translation expenditures during those periods.

General and Administrative. General and administrative expenses increased
10.8% to $6.0 million from $5.4 million in 1995 and represented 7.7% and 7.8%
of total revenues in 1996 and 1995, respectively. The overall increase was
primarily due to expansion of staff and facilities in EMEA.

Provision for Income Taxes. Income tax expense represented 38.5% and 38.6%
of income before income tax for fiscal years 1996 and 1995, respectively. The
effective tax rates for both periods exceeded the statutory federal rate
largely due to the impact of state income taxes, partially offset by research
and experimentation credits.

Fiscal 1995 Compared to Fiscal 1994

Revenues. Total revenues increased 31.3% to $69.3 million in 1995 from
$52.8 million in 1994. License revenues grew 27.9% to $42.7 million in 1995
from $33.4 million in 1994. This increase resulted primarily from increased
licensing volume both to new customers and to existing customers for new sites,
upgraded systems and additional modules, particularly in the U.S. and Canada.
MAPICS believes that this increase was attributable to the availability of the
significant enhancements in Release 2 of MAPICS XA and improvements in
affiliate productivity outside North America.

Services revenues increased 37.1% to $26.6 million in 1995 from $19.4
million in 1994. This increase was primarily attributable to the inclusion in
1995 of periodic license fee revenues for a full year. In connection with the
transactions relating to the MAPICS products which occurred in February 1993,
none of the periodic license fees billed by IBM prior to the closing were
transferred to MAPICS. MAPICS began recognizing periodic license fee revenues
only after the period for which the customer paid IBM expired. Periodic license
fees were typically billed on the anniversary of the original license of the
software, although revenues from those fees were recognized ratably during the
period. Consequently, MAPICS did not recognize a full year of periodic license
fee revenues during 1994. In addition, MAPICS recognized revenues from optional
support services offered in Europe to customers who had licensed MAPICS
products from IBM without support services.

Cost of License Revenues. Cost of license revenues increased 73.4% to $5.7
million from $3.3 million in 1994 and represented 13.3% and 9.8% of license
revenues in 1995 and 1994, respectively. This increase was primarily due to
increased royalty costs as the volume of Solution Partner products licensed by
MAPICS increased from 1994 to 1995 and increased amortization of capitalized
software development and translation costs which resulted from the increased
capitalized software asset.

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<PAGE>

Cost of Services Revenues. Cost of services revenues increased 39.4% to
$7.6 million from $5.4 million in 1994 and represented 28.5% and 28.0% of
services revenues in 1995 and 1994, respectively. This increase resulted
primarily from increased personnel costs associated with expansion of MAPICS's
North American and European support capabilities.

Selling and Marketing. Selling and marketing expenses increased 39.5% to
$24.8 million in 1995 from $17.8 million in 1994. This increase was due
primarily to increased commissions earned by affiliates on increased license
revenues. Selling and marketing expenses increased as a percentage of total
revenues from 33.7% to 35.8% from 1994 to 1995. This increase was primarily
attributable to a decrease in the proportion of revenues received in 1995 from
affiliates who act as resellers whereby MAPICS only records as license revenues
the net proceeds from the affiliate and no corresponding commission expense is
recognized, as well as expansion of MAPICS' direct marketing programs.

Product Development. Overall product development expenses increased 11.1%
to $7.4 million in 1995 from $6.7 million in 1994 and represented 10.7% and
12.7% of revenues in 1995 and 1994, respectively. These increases were due to
lower amounts of core development costs qualifying for capitalization in 1995.

Gross core development expenditures decreased 5.5% to $10.0 million for
1995 from $10.6 million for 1994. The amounts of core development expenditures
capitalized for 1995 and 1994 were $2.8 million and $4.1 million, respectively,
representing 28.2% and 39.0% of gross core development expenditures during
those periods. Gross translation expenditures increased 237.4% to $2.9 million
for 1995 from $0.9 million for 1994. The amounts of translation costs
capitalized for 1995 and 1994 were $2.7 million and $0.7 million, respectively,
representing 92.4% and 75.9% of gross translation expenditures during those
periods.

General and Administrative. General and administrative expenses increased
11.9% to $5.4 million from $4.8 million in 1994 and represented 7.8% and 9.1%
of total revenues in 1995 and 1994, respectively. This increase was due
primarily to an increase in the provision for bad debts.

Provision for Income Taxes. Income tax expense represented 38.6% and 31.3%
of income before income tax for fiscal years 1995 and 1994, respectively. The
effective tax rate in 1995 exceeded the federal statutory rate largely due to
the impact of state income taxes, partially offset by research and
experimentation credits. The effective tax rate in 1994 was lower than the
federal statutory rate due to research and experimentation credits and the
benefit of net operating losses exceeding the impact of state income taxes.

Quarterly Financial Results

The following table sets forth unaudited statement of operations data for
each of the four quarters in fiscal 1995 and 1996 and the first two quarters in
fiscal 1997 and the percentage of MAPICS' total revenues represented by each
item for the respective quarter. This unaudited quarterly information has been
prepared on the same basis as the annual information presented elsewhere herein
and, in MAPICS' opinion, includes all adjustments necessary for a fair
presentation of the information for the quarters presented. The operating
results for any quarter are not necessarily indicative of results for any
future period.

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<PAGE>

Operating Results:

<TABLE>
<CAPTION>
Quarters Ended
-------------------------------------------------------
Dec. 31, Mar. 31, June 30, Sept. 30, Dec. 31,
1994 1995 1995 1995 1995
(in thousands)
<S> <C> <C> <C> <C> <C>
Revenues:
License ..................... $11,241 $8,456 $8,739 $14,309 $11,449
Services ..................... 5,972 6,902 6,564 7,115 7,174
------- ------ ------ ------- --------
Total ........................ 17,213 15,358 15,303 21,424 18,623
Operating Expenses:
Cost of license revenues ... 1,060 1,043 1,462 2,124 1,681
Cost of services revenues ... 1,643 1,770 1,821 2,333 2,234
Selling and marketing ...... 5,720 5,456 5,297 8,307 6,814
Product development ......... 1,739 1,844 2,078 1,771 1,371
General and administrative ... 1,307 1,205 1,143 1,729 1,486
------- ------ ------ ------- --------
Total operating expenses ... 11,469 11,318 11,801 16,264 13,586
------- ------ ------ ------- --------
Operating income ............... 5,744 4,040 3,502 5,160 5,037
Income tax expense ............ 2,215 1,558 1,350 1,989 1,939
------- ------ ------ ------- --------
Net income .................. $ 3,529 $2,482 $2,152 $ 3,171 $ 3,098
======= ====== ====== ======= ========
Percentage of Total Revenues:

Revenues:
License ..................... 65.3% 55.1% 57.1% 66.8% 61.5%
Services ..................... 34.7% 44.9% 42.9% 33.2% 38.5%
------- ------ ------ ------- --------
Total revenues ............... 100.0% 100.0% 100.0% 100.0% 100.0%
Operating Expenses:
Cost of license revenues ... 6.2% 6.8% 9.5% 9.9% 9.0%
Cost of services revenues ... 9.5% 11.5% 11.9% 10.9% 12.0%
Selling and marketing ...... 33.2% 35.5% 34.6% 38.8% 36.6%
Product development ......... 10.1% 12.0% 13.6% 8.2% 7.4%
General and administrative ... 7.6% 7.9% 7.5% 8.1% 8.0%
------- ------ ------ ------- --------
Total operating expenses ... 66.6% 73.7% 77.1% 75.9% 73.0%
------- ------ ------ ------- --------
Operating income ............... 33.4% 26.3% 22.9% 24.1% 27.0%
Income tax expense ............ 12.9% 10.1% 8.8% 9.3% 10.4%
------- ------ ------ ------- --------
Net income .................. 20.5% 16.2% 14.1% 14.8% 16.6%
======= ====== ====== ======= ========

<CAPTION>
Mar. 31, June 30, Sept. 30, Dec. 31, Mar. 31,
1996 1996 1996 1996 1997
<S> <C> <C> <C> <C> <C>
Revenues:
License ..................... $9,052 $ 9,809 $15,031 $14,277 $ 11,051
Services ..................... 8,169 8,319 8,599 9,102 9,735
------- -------- ------- -------- --------
Total ........................ 17,221 18,128 23,630 23,379 20,786
Operating Expenses:
Cost of license revenues ... 1,345 1,429 2,458 2,558 1,571
Cost of services revenues ... 2,339 2,300 2,626 2,583 2,718
Selling and marketing ...... 6,214 6,321 8,502 8,035 6,799
Product development ......... 1,751 1,482 1,794 2,488 2,481
General and administrative ... 726 2,002 1,751 1,922 2,438
------- -------- ------- -------- --------
Total operating expenses ... 12,375 13,534 17,131 17,586 16,007
------- -------- ------- -------- --------
Operating income ............... 4,846 4,594 6,499 5,793 4,779
Income tax expense ............ 1,866 1,768 2,503 2,230 1,841
------- -------- ------- -------- --------
Net income .................. $2,980 $ 2,826 $ 3,996 $ 3,563 $ 2,938
======= ======== ======= ======== ========
Percentage of Total Revenues:

Revenues:
License ..................... 52.6% 54.1% 63.6% 61.1% 53.2%
Services ..................... 47.4% 45.9% 36.4% 38.9% 46.8%
------ -------- ------- -------- --------
Total revenues ............... 100.0% 100.0% 100.0% 100.0% 100.0%
Operating Expenses:
Cost of license revenues ... 7.8% 7.9% 10.4% 10.9% 7.6%
Cost of services revenues ... 13.6% 12.7% 11.1% 11.1% 13.1%
Selling and marketing ...... 36.1% 34.9% 36.0% 34.4% 32.7%
Product development ......... 10.2% 8.2% 7.6% 10.6% 11.9%
General and administrative ... 4.2% 11.0% 7.4% 8.2% 11.7%
------ ------- ------- -------- --------
Total operating expenses ... 71.9% 74.7% 72.5% 75.2% 77.0%
------ ------- ------- -------- --------
Operating income ............... 28.1% 25.3% 27.5% 24.8% 23.0%
Income tax expense ............ 10.8% 9.7% 10.6% 9.5% 8.8%
------ ------- ------- -------- --------
Net income .................. 17.3% 15.6% 16.9% 15.3% 14.2%
====== ======= ======= ======== ========
</TABLE>

MAPICS' quarterly operating results are affected by a number of factors,
including the size and timing of license transactions; the demand for MAPICS'
products; the proportion of revenues attributable to license fees versus
services fees; the proportion of Solution Partner-developed products versus
internally-developed products licensed; changes in the level of operating
expenses; the potential for delay or deferral of customer purchases of MAPICS'
software; the timing of the introduction or market acceptance of new or
enhanced products offered by MAPICS or its competitors; the ability of MAPICS'
affiliate distribution channel to service additional sales; the competitive
conditions in the industry; and the general economic and political conditions
and other factors affecting capital expenditures by customers. The purchase of
MAPICS' products and services may involve a significant commitment of capital
and other resources by its customers with the attendant delays frequently
associated with large capital expenditures and authorization procedures within
an organization. Accordingly, the sales cycles for MAPICS' products and
services are subject to a number of significant risks over which MAPICS has
little or no control, including customers' budgetary constraints and internal
authorization procedures. License revenues in any quarter are substantially
dependent on orders booked and shipped in that quarter.

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<PAGE>

case in increased license revenues during such quarters. In addition, MAPICS'
revenues occur predominantly in the third month of each quarter and tend to be
concentrated in the latter half of that third month. Accordingly, delays in
product delivery or in closings of sales near the end of a quarter could cause
quarterly revenues and, to a greater degree, net income to fall substantially
short of anticipated levels. Net income is affected because MAPICS establishes
its spending levels on the basis of its expected future gross margins. These
seasonal factors are likely to continue to affect quarter-to-quarter
comparisons.

Due to the foregoing factors, it is possible that MAPICS' operating
results could fail to meet the expectations of securities analysts or
investors. In such event, or in the event that adverse conditions in the
manufacturing or ERP marketplace prevail or are perceived to prevail, the price
of MAPICS' Common Stock would likely be materially adversely affected.

Liquidity and Capital Resources

MAPICS has funded its operations and capital expenditures primarily
through cash generated from operations. Historically, MAPICS has remitted its
excess cash from operations to Marcam. During the six months ended March 31,
1997, MAPICS transferred net cash of $6.5 million to Marcam. During fiscal
1996, 1995 and 1994, MAPICS transferred net cash to Marcam of $15.2 million,
$16.5 million and $14.3 million, respectively. As of March 31, 1997, MAPICS had
$0.9 million in cash and a working capital deficit of $14.0 million.

Cash provided by operations was $9.8 million for the six months ended
March 31, 1997 and $23.3 million, $22.7 million and $20.4 million for fiscal
1996, 1995 and 1994, respectively. During the six months ended March 31, 1997,
working capital changes included an increase in deferred revenue as a result of
growth in services revenues, offset partially by an increase in accounts
receivable. During fiscal 1996, working capital was principally affected by an
increase in deferred revenue as a result of growth in services revenues.

Cash used for investing activities was $2.9 million for the six months
ended March 31, 1997 and $8.0 million, $6.1 million and $5.8 million for fiscal
1996, 1995 and 1994, respectively. During fiscal 1996 and the six months ended
March 31, 1997, MAPICS used cash for investing activities primarily related to
software development and translation and purchases of property and equipment.

In connection with the Distribution, MAPICS will transfer to Marcam
Solutions an aggregate of $39.0 million in cash, up to the total amount of
which may initially be represented by a promissory note (the "Note"). The Note
is currently expected to bear interest at the rate of 5.85% per annum, payable
quarterly in arrears, and to provide for monthly installments of principal in
scheduled amounts commencing on August 15, 1997 and ending on March 15, 1999.

In addition, at the time of the Distribution, MAPICS will assume $25.0
million in 9.82% Subordinated Notes due April 30, 2001 previously issued by
Marcam. The terms of the subordinated debt contain financial covenants which,
among other things, require the maintenance of certain financial ratios, limit
the ability to incur additional debt, and preclude the payment of dividends.
Marcam currently is in compliance with these covenants, as amended. Both of
these liabilities, as well as a prepayment penalty and accrued interest of
approximately $2.4 million on the Subordinated Notes, are currently expected to
be paid from proceeds of the Proposed MAPICS Public Offering. If the Proposed
MAPICS Public Offering is unsuccessful or delayed, MAPICS will be required to
seek financing from an alternate source. Marcam is currently negotiating with a
number of lenders regarding the Proposed Debt Financing, which would be
consummated in lieu of or in combination with the Proposed MAPICS Public
Offering. The net proceeds from the Proposed MAPICS Public Offering, the
Proposed Debt Financing or a combination thereof, if consummated, would be used
to make the cash transfer by Marcam to Marcam Solutions or to repay the Note
and, if sufficient additional net proceeds are available, to repay the
Subordinated Notes in whole or in part. There can be no assurance that either
the Proposed MAPICS Public Offering or the Proposed Debt Financing will be
completed. If neither the Proposed MAPICS Public Offering nor the Proposed Debt
Financing is completed, MAPICS will be required to repay the Note and the
Subordinated Notes from its other cash resources, including cash generated from
operations and borrowings under its revolving credit facility. While the amount
and payment terms of the Note have been established with consideration for the
projected cash flows and borrowing capacities of both MAPICS and Marcam
Solutions, absent the Proposed MAPICS Public Offering, the Proposed Debt
Financing or a combination thereof, there can be no assurance that MAPICS will
have sufficient cash resources to make the scheduled payments on the Note on a
timely basis or that any such payments will satisfy Marcam

73
<PAGE>

Solutions' cash requirements. Under such circumstances, MAPICS and Marcam
Solutions would be required to borrow money to satisfy all or a portion of
their cash requirements. MAPICS' failure to make the payments on the Note as
scheduled may have a material adverse effect on the financial condition of
Marcam Solutions. After the Distribution is completed, MAPICS will not be
obligated to provide Marcam Solutions with any additional funding other than
through the payment of the Note. The unaudited pro forma financial information
regarding MAPICS and Marcam Solutions included elsewhere in this Proxy
Statement/Prospectus does not give effect to either the Proposed MAPICS Public
Offering or the Proposed Debt Financing or the application of the net proceeds
therefrom.

In connection with the Distribution, MAPICS will assume Marcam's $20.0
million revolving credit facility and be obligated to repay any indebtedness
outstanding under this credit facility. Borrowing availability under this
credit facility is limited to 80 percent of qualifying accounts receivable.
Borrowings under this facility bear interest at a designated prime rate plus
one percent (1%) per annum. This credit facility expires on August 31, 1997.
This credit facility is secured by liens on substantially all of MAPICS'
assets. Additionally, this credit facility contains covenants which, among
other things, impose certain limitations or prohibitions on MAPICS with respect
to additional indebtedness, liens and capital leases; the payment of dividends
on, and the redemption or repurchase of capital stock of MAPICS; investments
and acquisitions; the merger or consolidation of MAPICS with any person or
entity and the disposition of any property or assets of MAPICS.

As of March 31, 1997, MAPICS did not have any material commitments for
capital expenditures. MAPICS anticipates that its capital requirements for the
last six months of fiscal 1997 will be approximately $1.0 million. MAPICS'
aggregate minimum lease payments for the remainder of fiscal 1997 are expected
to be $538,000.

MAPICS believes that the net proceeds from the Proposed MAPICS Public
Offering or the Proposed Debt Financing, together with cash flows from
operations and available borrowings, will be sufficient to meet MAPICS' working
capital and capital expenditure needs at least until the end of fiscal year
1998.

Inflation

To date, MAPICS believes inflation has not had a material impact on
MAPICS' operations.

Recently Issued Pronouncements

In October 1995, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), was issued which will
require MAPICS to elect either expense recognition under SFAS 123 or its
disclosure-only alternative for stock-based employee compensation. The expense
recognition provision encouraged by SFAS 123 would require fair-value based
financial accounting to recognize compensation expense for employee stock
compensation plans. MAPICS has determined that it will elect the
disclosure-only alternative. MAPICS will be required to disclose the pro forma
net income and pro forma net income per share in the notes to the combined
financial statements using the fair-value based method beginning in fiscal 1997
after the Distribution, with comparable disclosures for fiscal 1996. MAPICS has
not determined the impact that these pro forma adjustments will have on its net
income or income per share.

In February 1997, Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS 128"), was issued which will require MAPICS to
present basic and diluted earnings per share ("EPS"). Basic EPS, which replaces
primary EPS, excludes dilution and is computed by dividing income available to
common stockholders by the weighted-average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity. Diluted EPS is computed similarly to fully
diluted EPS under existing rules. SFAS 128 requires restatement of all prior
period earnings per share data presented. MAPICS will adopt SFAS 128 as of
October 1, 1998 and has not yet determined the impact of the adoption.

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<PAGE>

MAPICS RISK FACTORS

Variability in Quarterly Operating Results; Seasonality. MAPICS has
experienced fluctuations in its quarterly operating results and anticipates
that such fluctuations will continue and may intensify. MAPICS' quarterly
operating results are affected by a number of factors that could materially and
adversely affect revenues and profitability, including the size and timing of
license transactions; the demand for MAPICS products; the proportion of
revenues attributable to license fees versus services fees; the proportion of
Solution Partner-developed products versus internally-developed products
licensed; changes in the level of operating expenses; the potential for delay
or deferral of customer purchases of MAPICS' software; the timing of the
introduction or market acceptance of new or enhanced products offered by MAPICS
or its competitors; the ability of MAPICS' affiliate distribution channel to
service additional sales; the competitive conditions in the industry; and the
general economic and political conditions and other factors affecting capital
expenditures by customers. The purchase of MAPICS products and services may
involve a significant commitment of capital and other resources by its
customers with the attendant delays frequently associated with large capital
expenditures and authorization procedures within an organization. Accordingly,
the sales cycles for MAPICS products and services are subject to a number of
significant risks over which MAPICS has little or no control, including
customers' budgetary constraints and internal authorization procedures. License
revenues in any quarter are substantially dependent on orders booked and
shipped in that quarter.

MAPICS' quarterly operating results are subject to certain seasonal
fluctuations. MAPICS believes that its first quarter (ending December 31)
revenues generally are positively affected by year-end capital expenditures by
certain customers and by year-end incentives provided by International Business
Machines Corporation ("IBM") to resellers of its hardware, which include many
of MAPICS' distribution affiliates. In MAPICS' fourth quarter (ending September
30), revenues are positively affected by the incentives provided pursuant to
MAPICS' sales compensation plans. These factors have historically resulted in
increased license revenues during such quarters. In addition, MAPICS' revenues
occur predominantly in the third month of each quarter and tend to be
concentrated in the latter half of that third month. Accordingly, MAPICS'
quarterly operating results are difficult to predict, and delays in product
delivery or in closings of sales near the end of a quarter could cause
quarterly revenues and, to a greater degree, net income to fall substantially
short of anticipated levels. Net income is affected because MAPICS establishes
its spending levels on the basis of its expected future margins. These seasonal
factors are likely to continue to affect quarter-to-quarter comparisons.

Due to the foregoing factors, it is possible that MAPICS' operating results
could fail to meet the expectations of securities analysts or investors. In such
event, or in the event that adverse conditions in the manufacturing or ERP
marketplace prevail or are perceived to prevail, the price of MAPICS Common
Stock would likely be materially adversely affected.

Reliance on Third Party Distribution Channel. MAPICS markets, sells, and
supports its products primarily through a network of not more than 80
distribution affiliates and as a result maintains a limited direct sales force.
MAPICS relies on its affiliates for sales, product implementation,
customization and customer support services. There can be no assurance that the
affiliates will continue to provide the level and quality of service required
to meet the needs of MAPICS' customers or that MAPICS will be able to maintain
effective long-term relationships with its affiliates. If MAPICS is unable to
maintain effective, long-term relationships with the affiliates, or if the
affiliates fail to meet the needs of MAPICS' customers, MAPICS' business would
be adversely affected. From time to time certain of MAPICS' competitors have
established, and may continue to seek to establish a comparable distribution
channel, in part by attempting to attract MAPICS' own affiliates. MAPICS'
agreements with its affiliates are generally terminable by either party and do
not impose specific obligations on the part of the affiliates. Further, there
can be no assurance that the affiliates will not otherwise reduce or
discontinue their relationships with or support of MAPICS and its products. See
"Business of MAPICS--Marketing and Sales."

Competition. The market for business software within the mid-size
manufacturing industry is highly competitive, changes rapidly and is to a
significant degree affected by new product introductions and other market

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<PAGE>

activities of industry participants. MAPICS' products and related services are
primarily targeted at the market for business applications software for use
with the IBM AS/400. MAPICS' current and prospective competitors offer a
variety of products which address this and similar markets. MAPICS' primary
competition comes from a large number of independent software vendors and other
sources including Baan N.V., Computer Associates, Inc., Intentia AB, JBA
Holdings Plc, J.D. Edwards & Company, Inc., Oracle Corporation, SAP AG, and
System Software Associates, Inc. Of MAPICS' primary competitors, the products
of Intentia are currently designed solely for use with the IBM AS/400, and the
products of JBA Holdings Plc, J.D. Edwards and System Software Associates are
currently designed for use primarily with the IBM AS/400. MAPICS also
experiences some competition from vendors of specialized applications.

Certain of MAPICS' competitors have significantly greater financial,
marketing, service, support and technical resources, and greater name
recognition than MAPICS. In order to be successful in the future, MAPICS must
continue to respond promptly and effectively to the challenges of technological
change and its competitors' innovations. MAPICS' competitors may be able to
respond more quickly to new or emerging technologies or changes in customer
requirements or devote greater resources to the development, promotion and sale
of their products than MAPICS. MAPICS also expects to face additional
competition as other established and emerging companies enter the market for
business software for use with the AS/400 and as new products and technologies
are introduced. In addition, current and potential competitors may make
acquisitions or establish alliances among themselves or with third parties,
thereby increasing the ability of their products to address the needs of
MAPICS' prospective customers. Accordingly, it is possible that new competitors
or alliances among current and new competitors may emerge and rapidly gain
significant market share, resulting in price or fee rate reductions, fewer
customer orders and reduced gross margin, any one of which could have a
material adverse effect on MAPICS' business, financial condition and results of
operations. There can be no assurance that MAPICS will be able to compete
successfully with existing or new competitors or that competition will not have
a material adverse effect on MAPICS' business, financial condition and results
of operations. In addition, because MAPICS relies on a network of distribution
affiliates for implementation and other support of its products, there can be
no assurance that these affiliates will maintain sufficiently high quality
standards so that MAPICS' reputation and competitive position will not be
adversely affected. See "Business of MAPICS--Marketing and Sales" and
"--Competition."

Dependence on Key Personnel; Ability to Attract and Retain Skilled
Personnel. MAPICS' future performance depends to a significant extent upon the
continued service of a number of senior management and key technical personnel.
MAPICS does not maintain key-person life insurance on any of its key employees.
None of MAPICS' employees is bound by an employment agreement. The loss of the
services of one or more key employees could have a material adverse effect on
MAPICS. MAPICS' future financial results also will depend in large part upon its
ability to attract on a timely basis and retain highly skilled technical,
managerial and marketing personnel and the ability of its officers and key
employees to manage growth successfully and to continue successful development
of new products and enhancements to existing products. Competition for such
personnel is intense and is likely to intensify further as companies compete to
hire personnel. MAPICS competes in the market for such personnel against
numerous companies, including larger, more established companies with
significantly greater financial resources than MAPICS. There can be no assurance
that MAPICS will be successful in attracting and retaining the personnel it
requires to develop successfully new and enhanced products. See "Business of
MAPICS--Employees" and "Management of MAPICS."

Absence of History as a Stand-Alone Public Company; Limited Relevance of
Certain Historical Financial Information. MAPICS has never operated as a
stand-alone company. Except for Richard C. Cook, MAPICS' senior executive
officers have had limited or no prior management experience as senior
executives in public companies. After the Distribution, MAPICS will operate as
a stand-alone entity and, while MAPICS will continue to receive certain
services from Marcam Solutions, there can be no assurance that MAPICS'
operating results will not be adversely affected as a result of the reduction
of general service assistance from Marcam Solutions. In anticipation of being
established as a stand-alone entity, MAPICS has reviewed its business and
operations and is implementing certain organizational changes. However, there
can be no assurance that these changes or that the separation from Marcam
Solutions will not have a material adverse impact on MAPICS' business,
financial condition and results of operations.

The financial information included herein may not necessarily reflect the
results of operations, financial position and cash flows of MAPICS in the
future or what the results of operations, financial position and cash flows

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<PAGE>

would have been had MAPICS been a separate, stand-alone entity during the
periods presented, because certain allocations were made in preparing such
financial data. This is particularly true with regard to allocations of
corporate overhead. The financial information included herein does not reflect
the changes that may occur in the operations of MAPICS as a result of the
Distribution and the Proposed MAPICS Public Offering, such as the increased
administrative costs, including data services, employee benefits, legal,
insurance, accounting and corporate overhead, that MAPICS will incur as a
result of being an independent, publicly traded company. In addition, the
combined financial statements of MAPICS include certain assets, liabilities,
revenues and expenses which were not historically recorded at the entity level
of, but are associated with, MAPICS.

New Products and Technological Change. The market for MAPICS' ERP software
products is characterized by rapid technological advances, evolving industry
standards in computer hardware and software technology, changes in customer
requirements, and frequent new product introductions and enhancements. MAPICS'
future success will depend upon its ability to continue to enhance its MAPICS
products and to develop and introduce new products that keep pace with
technological developments, satisfy increasingly sophisticated customer
requirements and achieve market acceptance. In particular, MAPICS must continue
to anticipate and respond adequately to advances in standard business
applications software and client/server solutions, as well as object-oriented
technology. There can be no assurance that MAPICS will be successful in
developing and marketing, on a timely and cost-effective basis, functioning
product enhancements or new products that respond to technological advances by
its competitors or that its new products will achieve market acceptance. See
"Business of MAPICS--Product Development."

As a result of the complexities inherent in the functionality and
performance demanded by ERP software customers, major new products and product
enhancements can require long development and testing periods. In addition, ERP
software programs as complex as those offered by MAPICS may contain errors
which are discovered only after the products and new releases have been
installed and used by customers despite testing by MAPICS. There can be no
assurance that undetected errors will not impair the market acceptance of these
products or adversely affect MAPICS' operating results. Problems encountered by
customers installing and implementing MAPICS' new product releases or with
product performance, including product functionality, product response time and
program errors, could also materially adversely affect MAPICS' operating
results.

Dependence on External Development Resources. To date, approximately 19 of
MAPICS' application modules were developed in collaboration with third parties
(Solution Partners) and MAPICS expects to continue to rely on Solution Partners
for the development of additional application modules. Generally, Solution
Partners continue to own the rights to, and maintain, the technology underlying
the modules and license, on an exclusive basis, the technology to MAPICS. Under
the terms of such agreements, MAPICS is obligated to pay a royalty to a
Solution Partner for sales of the Solution Partner-developed application
modules. In the event MAPICS fails to pay the required royalty when due, such
agreement may be terminated. The termination of such an agreement with a
Solution Partner could adversely affect MAPICS' business, financial condition
and results of operations. There can be no assurance that Solution Partners
will be available to develop application modules for MAPICS in the future or
will complete application modules for MAPICS on a timely basis, within
acceptable guidelines, or at all. MAPICS' success depends in part on its
continued ability to license application modules from Solution Partners and
there can be no assurance that MAPICS will be able to obtain such licenses on
terms acceptable to MAPICS or at all. Although MAPICS is entitled to obtain a
non-exclusive license to the source code for an application module in the event
the Solution Partner fails to maintain or update the application module, goes
out of business or otherwise breaches the terms of the license agreement,
MAPICS may not be able to maintain or upgrade the application module adequately
or on a timely basis. The failure of MAPICS to adequately or on a timely basis,
maintain or upgrade the application module could adversely affect MAPICS'
business, financial condition and results of operations. See "Business of
MAPICS--Product Development."

Dependence on IBM's AS/400. Substantially all of MAPICS' revenues have
been derived from products designed to operate primarily on IBM's AS/400 series
of computers. Therefore, MAPICS' future revenues from initial license fees and
periodic license fees will be primarily derived from and dependent upon the
continued widespread use of the AS/400 and the continued support of the AS/400
by IBM. While MAPICS believes that customers will continue to use, and IBM will
continue to support, the AS/400, there can be no assurance of such continued
use or support and the loss of either would have a material adverse effect on
MAPICS' operating results. MAPICS will be required and intends to continue to
devote significant resources to supporting its installed base

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<PAGE>

of AS/400 customers. Although MAPICS believes it has an advantage in assisting
its installed AS/400 base in converting to independent platforms, there is no
assurance that these customers will continue to use MAPICS products if they
implement such independent platforms. If there should be a rapid shift away
from the current widespread use of the AS/400 operating system, MAPICS would be
required to expend substantial capital resources to develop new software and
would be likely to experience delays or losses in customer orders and, as a
result, its business would be materially adversely affected. In addition, in
order to retain its AS/400 customers, MAPICS may be required to adapt its
MAPICS products to any changes made in the AS/400 operating system in the
future. MAPICS' inability to adapt to future changes in the AS/400 operating
system, or delays in doing so, could have a material adverse effect on MAPICS'
business, financial condition and results of operations. See "Business of
MAPICS--Industry Background."

Management of Potential Growth. MAPICS' business has grown rapidly in the
last three years, with total revenues increasing from $52,783,000 in fiscal
1994 to $77,602,000 in fiscal 1996. This recent growth has placed, and may
continue to place, strain on MAPICS' management and systems. Accordingly,
MAPICS' future operating results will depend, in part, on the ability of its
officers and other key employees to continue to implement and improve its
operational and financial control systems and to effectively expand, train and
manage its employee base. MAPICS' growth is also dependent upon its
distribution affiliates' ability to implement MAPICS' products in response to
the projected demands of MAPICS' customer base. There can be no assurance that
MAPICS or its affiliates will be able to manage any future expansion
successfully, and any inability to do so would have a material adverse effect
on MAPICS' business, financial condition and results of operations.

Relationship with Marcam Solutions. MAPICS will enter into certain
agreements with Marcam Solutions which will govern certain aspects of the
parties' relationship on an ongoing basis that may be material to the conduct
of MAPICS' business, including the provision of certain administrative services
and indemnification obligations related to the Distribution. These agreements
would have a material adverse effect on MAPICS' business, financial condition
and results of operations if such agreements result in significant liabilities
to MAPICS. In addition, because the business to be conducted by Marcam
Solutions will be conducted through Marcam Corporation until the Distribution,
MAPICS may be liable for the liabilities of Marcam Solutions relating to the
period prior to the Distribution. If Marcam Solutions for any reason is unable
to satisfy its liabilities, MAPICS may be liable for them. In addition, the
Chief Financial Officer of Marcam is also the Chief Financial Officer of Marcam
Solutions. Following the Distribution, this person will not be the Chief
Financial Officer of MAPICS but will become a director of MAPICS, while
continuing to serve as Marcam Solutions' Chief Financial Officer. See
"Management of MAPICS" and "Management of Marcam Solutions." This person may
have conflicts of interest with respect to matters potentially or actually
involving or affecting MAPICS and Marcam Solutions. Such matters may require
consultation by such person with his legal advisors or a vote of the
disinterested directors of MAPICS only, concerning specific matters presented
to the Board of Directors of MAPICS. Notwithstanding such precautions, there
can be no assurance that any such potential conflict will be resolved in a
manner that will not adversely affect the interests of MAPICS. See "The
Distribution Proposal--Relationship Between MAPICS and Marcam Solutions After
the Distribution."

Dependence on Worldwide Manufacturing Industry. MAPICS' business depends
substantially upon the capital expenditures of mid-size manufacturers, which
expenditures depend in part upon the demand for such manufacturers' products. A
recession or other adverse events affecting the worldwide manufacturing
industry served by MAPICS could affect such demand, forcing manufacturers in
MAPICS' target market to curtail or postpone capital expenditures on business
information systems. Any such change in the amount or timing of capital
expenditures in its target market could have a material adverse effect on
MAPICS' business, financial condition and results of operations.

Federal Income Tax Consequences and Liabilities. Marcam has requested a
private letter ruling (the "Private Letter Ruling") from the Internal Revenue
Service (the "IRS") substantially to the effect that, except as provided below,
the Distribution will qualify as a tax-free distribution to Marcam and its
stockholders under Section 355 of the Code. If the Private Letter Ruling is not
obtained prior to the date of the Distribution, Marcam may proceed with the
Distribution based upon the opinions of its special tax counsel, Skadden, Arps,
Slate, Meagher & Flom LLP, and its independent accountants, Coopers & Lybrand
L.L.P. that, except as provided below, the Distribution should qualify as a
tax-free distribution under Section 355 of the Code (the "Tax Opinions"). The
Tax Opinions will be based upon certain facts, assumptions and representations
of officers of Marcam and Marcam Solutions as of the date of the Distribution.
Marcam

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<PAGE>

will not complete the Distribution unless it receives the Private Letter Ruling
or the Tax Opinions. Accordingly, neither Marcam nor its stockholders should
recognize taxable gain on the Distribution, except as provided below. Marcam,
however, will recognize gain on the Distribution to the extent that Marcam
Solutions shares are received by stockholders who are not United States persons
("non-U.S. persons"). The number of Marcam Solutions shares expected to be
distributed to non-U.S. persons is estimated to represent not more than 19% of
the total Marcam Solutions shares distributed in the Distribution. Moreover,
Marcam may recognize additional gain with respect to certain aspects of the
Distribution, including certain restructuring transactions expected to be
consummated in connection with the Distribution. The aggregate amount of gain
recognized by Marcam in connection with the Distribution is not expected to
result in any significant amount of tax liability, but rather is expected to be
offset by existing net operating losses. Accordingly, the amount of such net
operating losses available to MAPICS after the Distribution will likely be
reduced. In connection with the Asset Transfers, taxable gain may also be
recognized in certain foreign jurisdictions. Such gain would not generally be
offset by existing domestic net operating losses. The incurrence of significant
tax liabilities by Marcam, in the event that the Distribution is not treated as
a tax-free transaction, may have a material adverse effect on MAPICS' business,
financial condition and results of operations.

Prior to completion of the Distribution, Marcam and Marcam Solutions
intend to enter into a tax sharing agreement (the "Tax Sharing Agreement") that
defines the parties' rights and obligations with respect to certain tax
liabilities and refunds of taxes relating to Marcam's business for periods
ending on or prior to the date of the Distribution. In general, pursuant to the
Tax Sharing Agreement, Marcam Solutions shall be responsible for certain state,
local and foreign taxes for periods ending on or before the date of the
Distribution (and shall be entitled to refunds with respect to such taxes), and
MAPICS shall be responsible for all other taxes for such periods (and shall be
entitled to refunds with respect to such taxes). In addition, under the Tax
Sharing Agreement, MAPICS shall be liable for any taxes arising out of the
Distribution. The Tax Sharing Agreement further provides for cooperation with
respect to certain tax matters, the exchange of information and the retention
of records.

Uncertain Protection of Proprietary Technology. MAPICS' success is heavily
dependent upon protection of its proprietary software. MAPICS relies on a
combination of copyright, trademark and trade secret laws and license and
non-disclosure agreements, to establish and protect its proprietary rights in
its products. MAPICS enters into confidentiality and/or license agreements with
its employees, distributors, customers and potential customers, and limits
access to and distribution of its software, documentation, and other
proprietary information. There can be no assurance, however, that despite these
precautions, an unauthorized third party will not copy or reverse-
engineer certain portions of MAPICS' products or obtain and use information
that MAPICS regards as proprietary. In addition, the laws of some foreign
countries do not protect MAPICS' proprietary rights to the same extent as do
the laws of the U.S. There can be no assurance that the mechanisms used by
MAPICS to protect its software will be adequate or that MAPICS' competitors
will not independently develop software products that are substantially
equivalent or superior to MAPICS' software products.

In the future MAPICS may receive notices claiming that it is infringing
the proprietary rights of third parties and there can be no assurance that
MAPICS will not become the subject of infringement claims or legal proceedings
by third parties with respect to current or future products. In addition,
MAPICS may initiate claims or litigation against third parties for infringement
of MAPICS' proprietary rights or to establish the validity of MAPICS'
proprietary rights. Any such claim could be time consuming, result in costly
litigation, cause product shipment delays or force MAPICS to enter into royalty
or license agreements rather than dispute the merits of such claims. Moreover,
an adverse outcome in litigation or similar adversarial proceedings could
subject MAPICS to significant liabilities to third parties, require the
expenditure of significant resources to develop non-infringing technology,
require disputed rights to be licensed from others or require MAPICS to cease
the marketing or use of certain products, any of which could have a material
adverse effect on MAPICS' business, financial condition and results of
operations. To the extent MAPICS desires or is required to obtain licenses to
proprietary rights of others, there can be no assurance that any such licenses
will be made available on terms acceptable to MAPICS, if at all. Claims against
MAPICS, with or without merit, as well as claims initiated by MAPICS against
third parties, can be time consuming and expensive to defend, prosecute or
resolve. See "Business of MAPICS--Proprietary Rights and Technology."

Risks of Product Liability. MAPICS' products are generally used to manage
data critical to large organizations. As a result, the sale and support of
products by MAPICS may entail the risk of product liability claims. While
MAPICS' license agreements with its customers typically contain provisions
designed to limit MAPICS'

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exposure to potential product liability claims, it is possible that such
limitations of liability provisions may not be effective under the laws of all
jurisdictions. In addition, MAPICS is insured for product liability protection
against claims for personal injury or damage to property, as well as for the
customers losses for which MAPICS is liable, although such insurance may not be
sufficient to cover all claims in the event the limitation of liability
provisions contained in MAPICS' license agreements are not effective. Although
MAPICS has not experienced any significant product liability claims to date,
there can be no assurance that MAPICS will not be subject to such claims in the
future. A successful product liability claim brought against MAPICS could have
a material adverse effect on MAPICS' business, financial condition and results
of operations. Moreover, defending such a suit, regardless of its merits, could
entail substantial expense and require the time and attention of key management
personnel, either of which could have a material adverse effect on MAPICS'
business, financial condition and results of operations.

Absence of Comparable Trading History for Common Stock; Possible
Volatility of Stock Price. Marcam Common Stock is traded on the Nasdaq National
Market. However, because of the Distribution, historical trading prices of
Marcam Common Stock are unlikely to be indicative of future trading prices of
MAPICS Common Stock.

The market price of MAPICS Common Stock could be subject to significant
volatility due to a number of factors, including among others, the continuing
depth and liquidity of the market for the MAPICS Common Stock, investor
perception of MAPICS and the market for ERP software applications generally,
the announcement of new products or product enhancements by MAPICS or its
competitors, quarterly variations in MAPICS' operating results or operating
results of its competitors or companies in related industries, changes in
earnings or revenue estimates or recommendations by securities analysts,
developments in MAPICS' industry, general market conditions and other factors,
including factors unrelated to the operating performance of MAPICS or its
competitors. Such factors and fluctuations, as well as general economic,
political and market conditions, such as recessions, could materially and
adversely affect the market price of MAPICS' Common Stock.

Risks Associated with International Operations and Currency Fluctuations. A
material portion of MAPICS' business comes from outside the U.S. MAPICS derived
approximately 22%, 27%, and 27% of its total revenues from customers located
outside of the U.S. in 1994, 1995, and 1996, respectively. MAPICS believes that
its continued growth and profitability will require expansion of its sales in
international markets. To successfully expand international sales, MAPICS has
utilized, and will continue to utilize, substantial resources to enlarge
existing foreign operations, establish additional foreign operations and hire
additional personnel. International expansion of MAPICS' operations has
required, and will continue to require, MAPICS to translate and localize its
application modules. To the extent MAPICS is unable to expand its international
operations or translate and localize its application modules in a timely manner,
it is likely to adversely impact MAPICS' operating results. In addition, even if
international operations are successfully expanded, there can be no assurance
that MAPICS will be able to maintain or increase international market presence
or demand for its products.

Risks inherent in MAPICS' international business activities include
imposition of government controls, restrictions on the export of critical
technology, political and economic instability (including fluctuations in
foreign currency exchange rates), trade restrictions, difficulties in staffing
international offices, longer accounts receivable payment collection cycles in
certain countries, burdens of complying with a wide variety of foreign laws and
regulations, management of an organization spread over various countries,
unexpected changes in regulatory requirements and overlap of different tax
structures. In addition, effective copyright, trademark and trade secret
protection may not be available in every foreign country in which MAPICS sells
its products. As a result of the continued expansion of MAPICS' international
operations, the fluctuations in the value of foreign currencies in which MAPICS
conducts its business may cause currency transaction gains and losses. To date,
currency transaction gains and losses have not been material. However, due to
the number of foreign currencies involved, the constantly changing currency
exposures and volatility of currency exchange rates, MAPICS cannot predict the
effect of exchange rate fluctuations upon future operating results. MAPICS'
business, financial condition and results of operations could be materially
adversely affected by any of these factors.

Anti-Takeover Provisions; Rights Plan; Issuance of Preferred Stock. MAPICS'
Restated Articles of Organization and Amended and Restated By-laws contain
provisions that may make it more difficult for a third party to acquire, or
discourage acquisition bids for, or discourage changes in management of, MAPICS.
These provisions could limit the price that certain investors might be willing
to pay in the future for shares of MAPICS' Common Stock. Also, MAPICS has
adopted a Stockholder Rights Plan, pursuant to which MAPICS has distributed to
its stockholders rights to purchase shares of junior participating preferred
stock (the "MAPICS Rights Plan").

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Upon certain triggering events, such rights become exercisable to purchase
MAPICS' Common Stock at a price substantially discounted from the then
applicable market price of MAPICS' Common Stock. The MAPICS Rights Plan could
generally discourage a merger or tender offer involving the securities of
MAPICS that is not approved by MAPICS' Board of Directors by increasing the
cost of effecting any such transaction and, accordingly, could have an adverse
impact on stockholders who might want to vote in favor of such merger or
participate in such tender offer. In addition, shares of MAPICS' Preferred
Stock have been issued in the past and may be issued in the future without
further stockholder approval and upon such terms and conditions, and having
such rights, privileges and preferences, as the MAPICS Board of Directors may
determine. The rights of the holders of Common Stock are subject to, and may be
adversely affected by, the rights of the holders of Preferred Stock currently
outstanding and will be subject to, and may be adversely affected by, the
rights of any holders of Preferred Stock that may be issued in the future. The
issuance of Preferred Stock, while providing desirable flexibility in
connection with possible acquisitions and other corporate purposes, could have
the effect of making it more difficult for a third party to acquire, or of
discouraging a third party from acquiring, a majority of the outstanding voting
stock of MAPICS. MAPICS has no present plans to issue any additional shares of
Preferred Stock. MAPICS' Board of Directors is divided into three classes, each
of which serves for a staggered three-year term. Such staggered Board may make
it more difficult for a third party to gain control of MAPICS' Board of
Directors. The Amended and Restated By-laws impose various procedural and other
requirements that could make it more difficult for stockholders to effect
certain corporate actions. See "Description of MAPICS Capital Stock."

MANAGEMENT OF MAPICS

Executive Officers and Directors

In connection with the Distribution, it is expected that all current
directors of MAPICS other than William E. Ford and Edward J. Kfoury will resign
and that Messrs. Ford and Kfoury will fill the vacancies so created with the
other individuals identified as directors below. In addition, it is expected
that all current executive officers of MAPICS other than Richard C. Cook will
be replaced with the individuals identified as executive officers below.

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Richard C. Cook .................. 50 President, Chief Executive Officer and Director
William J. Gilmour .................. 41 Chief Financial Officer and Vice President of Finance
Thomas F. Aery ..................... 51 Vice President of Worldwide Customer Support
George A. Chamberlain 3d (2) ....... 61 Director
Edward J. Kfoury (1)(2) ............ 58 Director
William E. Ford (1)(2) ............ 35 Director

</TABLE>

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

(1) Member of Compensation Committee.

(2) Member of Audit Committee.

Mr. Cook will serve as MAPICS' President and Chief Executive Officer
following the Distribution. Since July 1996, Mr. Cook served as Marcam's Senior
Vice President and General Manager, MAPICS Business Group. From October 1994 to
July 1996, he served as Marcam's Vice President and General Manager, MAPICS
Business Group. Mr. Cook served as the President, Chief Executive Officer and
Chairman of the Board of Mapics, Inc. from October 1992 to September 1994. Mr.
Cook was employed by International Business Machines Corporation ("IBM") as
Director of its Atlanta Software Development Lab from March 1990 to September
1992 and as Director of its Corporate CIM (Computer Integrated Manufacturing)
Project Office from March 1988 to April 1990.

Mr. Gilmour will serve as MAPICS' Chief Financial Officer and Vice
President of Finance following the Distribution. Since October 1994, Mr.
Gilmour served as Controller of Marcam's MAPICS Business Group. From January
1993 to September 1994, Mr. Gilmour served as Controller of Mapics, Inc. From
November 1991 to January 1993, Mr. Gilmour served as Controller of Marcam
Canada Corporation, an indirect subsidiary of Marcam. Prior to joining Marcam,
Mr. Gilmour served as Corporate Controller of Madison Chemical Industries, a
specialty chemical manufacturer. Mr. Gilmour obtained his Chartered Accountant
designation from the Canadian Institute of Chartered Accountants in 1980.

Mr. Aery will serve as MAPICS' Vice President of Worldwide Customer
Support immediately following the Distribution. Since October 1994, he has
served as Marcam's Vice President of Worldwide Customer Support,

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MAPICS Business Group. From May 1993 to September 1994, Mr. Aery served as
Director of Worldwide Customer Support of Mapics, Inc. Prior to joining Marcam,
Mr. Aery was employed by IBM as Worldwide Product Manager, MAPICS.

Mr. Chamberlain will become a director of MAPICS following the
Distribution. Mr. Chamberlain will serve as Marcam Solutions' Chief Financial
Officer and Vice President of Finance after the Distribution. Mr. Chamberlain
has served as Marcam's Chief Financial Officer since September 1994. Prior to
joining Marcam, Mr. Chamberlain was an Executive Vice President with Capital
Technologies, Inc., a consulting and venture capital company, during 1993 and
1994. Mr. Chamberlain retired from Digital Equipment Corporation in 1992, where
he had most recently been Vice President of Finance.

Mr. Kfoury has been a director of Marcam since May 10, 1993 and will
continue to be a director of MAPICS. He was initially appointed to the Board of
Directors of Marcam as a designee of IBM, a stockholder of Marcam, pursuant to
agreements between IBM and Marcam and among IBM, Marcam, Paul A. Margolis and
John Campbell. Mr. Kfoury is no lo0nger a designee of IBM. Mr. Kfoury served as
a division President and as a Vice President of IBM until June 1, 1993, the
effective date of his retirement.

Mr. Ford has been a director of Marcam since October 1995 and will
continue to be a director of MAPICS. He was appointed to the Board of Directors
as a designee of General Atlantic Partners 21, L.P., ("GAP 21"), a stockholder
of Marcam, pursuant to the Convertible Preferred Stock Purchase Agreement dated
as of September 20, 1995 by and among Marcam, GAP 21, GAP Coinvestment
Partners, L.P. and The Northwestern Mutual Life Insurance Company. Mr. Ford has
been a managing member of General Atlantic Partners, LLC since 1991. Prior to
1991, Mr. Ford was a Senior Associate with Morgan Stanley. Mr. Ford is also a
director of GT Interactive Software Corp., Envoy Corporation, SS&C
Technologies, Inc. and E*Trade Group, Inc.

Pursuant to MAPICS' Restated Articles of Organization, MAPICS' Board of
Directors is divided into three classes. Each director is elected for a
three-year term of office, with one class of directors being elected at each
annual meeting of stockholders. Each director holds office until his successor
is elected and qualified or until his earlier death, resignation or removal.
Mr. Kfoury will serve in class I whose term expires in 1998; Messrs.
Chamberlain and Cook will serve in class II whose term expires in 1999; and Mr.
Ford will serve in class III whose term expires in 2000.

Executive Compensation

The following table sets forth the compensation received by each of the
persons expected to be the Chief Executive Officer of MAPICS and the other two
most highly compensated executive officers of MAPICS after the Distribution
(the "Named Executive Officers"). No other person expected to become an
executive officer of MAPICS who held office during fiscal 1996 met the
definition of "highly compensated" within the meaning of the Commission's
executive compensation disclosure rules.

Summary Compensation Table

<TABLE>
<CAPTION>
Long-Term
Compensation
Awards/
Annual Securities
Compensation(1) Underlying All Other
Name and Principal Position Year Salary($) Bonus($)(2) Options (#)(3)(4) Compensation($)(5)
- -------------------------------- ------ ----------- ------------- ------------------- -------------------
<S> <C> <C> <C> <C> <C>
Richard C. Cook (6) 1996 $162,437 $189,801 56,000 $3,018
President and Chief Executive
Officer
William J. Gilmour(7) 1996 $ 78,678 $ 23,954 3,365 $1,665
Vice President of Finance and
Chief Financial Officer
Thomas F. Aery(8) 1996 $ 99,875 $ 41,055 11,083 $1,906
Vice President of Worldwide
Customer Support

</TABLE>

- ------------
(1) Excludes perquisites the aggregate annual amount of which for each officer
was less than the lesser of $50,000 or 10% of the total compensation
reported as salary and bonus.

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<PAGE>

(2) Includes bonus payments earned by the Named Executive Officers in the year
indicated for services rendered in such year which were paid in the next
subsequent year.

(3) MAPICS did not grant any restricted stock awards or stock appreciation
rights ("SARs") or make any long-term incentive plan payouts to the Named
Executive Officers during the fiscal years ended September 30, 1996, 1995
or 1994.

(4) All options are incentive stock options unless otherwise noted.

(5) "All Other Compensation" consists of amounts contributed on behalf of the
Named Executive Officers under Marcam's group life insurance policy and,
for fiscal years 1995 and 1996, matching contributions made by Marcam to
Marcam's 401(k) Plan based on a percentage of the individual's
contributions to the 401(k) Plan.

(6) Mr. Cook has served as Marcam's Vice President and General Manager, MAPICS
Business Group since October 1994. Mr. Cook has been the President, Chief
Executive Officer and Chairman of the Board of Mapics, Inc. since March
1993.

(7) Mr. Gilmour joined Marcam in November 1991, as the Controller of Marcam
Canada Corporation, an indirect subsidiary of Marcam.

(8) Mr. Aery joined Marcam in May 1993 as the Director of Worldwide Customer
Support, Mapics Business Group.

Option Grants in Last Fiscal Year

The following table provides information with respect to stock option
grants made pursuant to Marcam's 1987 and 1994 Stock Plans, as amended, during
the fiscal year ended September 30, 1996 to the Named Executive Officers.
Marcam did not grant any stock appreciation rights in fiscal 1996.

<TABLE>
<CAPTION>
Percent of
Total
Number of Options Potential Reealizable Value at
Securities Granted to Exercise Assumed Annual Rates of Stock
Underlying Employees or Base Price Appreciation for Option
Options in Fiscal Price Expiration Term (2)
Name Granted(#) Year(1) ($/SH) Date 5%($) 10%($)
- -------------------------------- ------------ ------------ --------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Richard C. Cook ............... -- -- -- -- -- --
William J. Gilmour (3) ...... 1,000 1% $14.75 10/03/05 $9,276 $23,508
Thomas F. Aery (4) ............ 5,000 1% 14.75 10/03/05 46,381 117,539

</TABLE>

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

(1) Options to purchase a total of 647,704 shares of Marcam Common Stock were
granted to employees in fiscal 1996 under Marcam's 1987 and 1994 Stock
Plan, the purpose of which is to provide incentives to key employees who
are in a position to make significant contributions to Marcam.

(2) Amounts reported in this column represent hypothetical amounts that may be
realized upon exercise of the options immediately prior to the expiration
of their term assuming the specified compounded rates of appreciation of
Marcam Corporation's Common Stock over the term of the options. These
numbers are calculated based on rules promulgated by the Securities and
Exchange Commission and do not reflect the future stock price growth.
Actual gains, if any, on stock option exercises and stock holdings are
dependent on the timing of such exercise and the future performance of
MAPICS and Marcam Solutions Common Stock. There can be no assurances that
the rates of appreciation assumed in this table can be achieved or that
the amounts reflected will be received by the individuals. This table does
not take into account any appreciation in the price of the Common Stock
from the date of grant to the current date. See "The Distribution
Proposal--Relationship Between MAPICS and Marcam Solutions After the
Distribution--Distribution Agreement."

(3) The indicated options were granted on October 3, 1995 and became
exercisable as to 20% on the date of grant and at the rate of 20% per
annum thereafter.

(4) The indicated options were granted on October 3, 1995 and became
exercisable as to 20% on the date of grant and at the rate of 20% per
annum thereafter.

Option Exercises and Fiscal Year-End Values

The following table sets forth information with respect to options to
purchase Marcam's Common Stock granted under Marcam's 1987 and 1994 Stock
Plans, as amended, to the Named Executive Officers, including (i) the number of
shares of Common Stock received upon exercise of options in the fiscal year
ended September 30, 1996, (ii) the net value realized upon such exercise, (iii)
the number of unexercised options held as September 30, 1996, and (iv) the
aggregate dollar value of unexercised options held at September 30, 1996.

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<PAGE>

Aggregated Option Exercises in the Last Fiscal Year and Fiscal Year-End Option
Values

Value of
Number of Securities Unexercised
Underlying Unexercised In-The-Money
Shares Options At Options at
Acquired Value September 30, 1996(#) September 30, 1996($)(1)
Name On Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- --------------------------- ---------------- ------------- ------------------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard C. Cook ......... 0 -- 23,600 32,400 $39,000 $58,500
William J. Gilmour ...... 0 -- 1,520 1,845 878 1,316
Thomas F. Aery ......... 0 -- 3,250 7,833 2,250 6,750

</TABLE>

- ------------
(1) Value is based on the difference between the option exercise price and the
fair market value at September 30, 1996 ($11.75) multiplied by the number
of shares underlying the option.

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<PAGE>

PRINCIPAL STOCKHOLDERS OF MAPICS

The following table sets forth certain information regarding beneficial
ownership of MAPICS' voting securities (i) by each person who, to the knowledge
of MAPICS, beneficially owns more than 5% of any class of MAPICS' voting
securities, (ii) by each person who is expected to become a director of MAPICS
immediately following the Distribution, (iii) by each person who is expected to
become an executive officer of MAPICS immediately following the Distribution,
and (iv) by all persons who are expected to become directors and executive
officers of MAPICS immediately following the Distribution as a group.

<TABLE>
<CAPTION>
Shares Percent of
Name and Address Beneficially Owned(1) Total Shares
- ---------------- --------------------- ------------
<S> <C> <C>
General Atlantic Partners, LLC (2) .................................... 4,000,000 25.8%
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, CT 06830
Clover Capital Management, Inc. (3) .................................... 2,628,625 22.8%
11 Tobey Village Office Park
Pittsford, NY 14534
Pioneer Management Corporation (4) .................................... 1,140,000 9.9%
60 State Street
Boston, MA 02109
Richard C. Cook (5) ................................................... 48,500 *
William J. Gilmour (6) ................................................ 2,698 *
Thomas F. Aery (7) ................................................... 8,275 *
George A. Chamberlain 3d (8) ........................................... 48,000 *
William E. Ford (9) ................................................... 4,000,000 25.8%
Edward J. Kfoury (10) ................................................ 11,600 *
All executive officers and directors as a group (6 Persons) (11) ...... 4,119,073 26.3%

</TABLE>

- ------------
*less than 1%

(1) The persons and entities named in the table have sole voting and
investment power with respect to all shares shown as beneficially owned by
them, except as noted below. Information is as of April 30, 1997, unless
otherwise indicated. As of April 30, 1997, there were outstanding
11,497,260 shares of Common Stock. Pursuant to the rules of the Securities
and Exchange Commission, the number of shares of Common Stock deemed
outstanding for a specified person or group includes shares issuable
pursuant to convertible securities, warrants and options held by such
person or group which may be converted or exercised within 60 days of this
Proxy Statement/Prospectus.

(2) Consists of 176,058 shares of Series D Preferred Stock held by Gerneral
Atlantic Partners 21, L.P. ("GAP 21"), 23,942 shares of Series D Preferred
Stock and 13,681 shares of Series E Preferred Stock held by GAP
Coinvestment Partners, L.P. ("GAP Coinvestment") and 86,319 shares of
Series E Preferred Stock held by General Atlantic Partners 32, L.P. ("GAP
32"). Each share of Series D Preferred Stock and Series E Preferred Stock
currently is convertible at any time into 10 shares of Common Stock. Also
includes warrants to purchase 863,190 and 136,810 shares of Common Stock
held by GAP 32 and GAP Coinvestment, respectively. GAP Coinvestment, GAP
21, GAP 32 and General Atlantic Partners, LLC ("GAP LLC"), the sole
general partner of GAP 21 and GAP 32 (the "GA Entities"), own beneficially
4,000,000 shares of Common Stock of the Company. The GA Entities own
beneficialy 88.9% of the outstanding Series D Preferred Stock and 100% of
the outstanding Series E Preferred Stock. Mr. Ford, William O. Grabe,
Steven A. Denning, David C. Hodgson, Stephen P. Reynolds and J. Michael
Cline (the "GA Members") are the managing members of GAP LLC, which is the
sole general partner of GAP 21 and GAP 32, and are the same persons who
have voting and investment control over securities held by GAP
Coinvestment. The GA Members disclaim beneficial ownership of such shares,
except to the extent of each member's proportionate pecuniary interest
therein.

(3) According to Amendment No. 3 to Schedule 13G dated February 11, 1997.
Clover Capital Management, Inc., a registered investment adviser for
various accounts, has shared voting and investment power with respect to
2,628,625 shares.

(4) According to Amendment No. 1 to Schedule 13G dated January 21, 1997. Of
the 1,140,000 shares beneficially owned by Pioneer Management Corporation
("Pioneer"), it has sole voting power with respect to 1,140,000 shares,
shared investment power with respect to 1,132,000 shares and sole
investment power with respect to 8,000 shares.

(5) Consists of 100 shares held by Mr. Cook's wife and 48,400 shares issuable
upon the exercise of outstanding stock options exercisable currently or
within 60 days.

(6) Includes 2,525 shares issuable upon the exercise of outstanding stock
options exercisable currently or within 60 days.

(7) Consists of 8,275 shares issuable upon the exercise of outstanding stock
options exercisable currently or within 60 days.

(8) Consists of 48,000 shares issuable upon the exercise of outstanding stock
options exercisable currently or within 60 days.

(9) Consists of 4,000,000 shares of Common Stock beneficially owned by the GA
Entities. See note 2, above.

(10) Includes 6,600 shares issuable upon the exercise of outstanding stock
options exercisable currently or within 60 days.

(11) Includes 113,800 shares which the directors and executive officers as a
group have the right to acquire upon the exercise of outstanding stock
options exercisable currently or within 60 days granted under Marcam's
stock plans.

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<PAGE>

DESCRIPTION OF MAPICS CAPITAL STOCK

MAPICS' authorized capital stock consists of 30,000,000 shares of Common
Stock, par value $.01 per share (the "MAPICS Common Stock"), which will be
increased to 50,000,000 shares subject to stockholder approval, and 1,000,000
shares of preferred stock, par value $1.00 per share (the "MAPICS Preferred
Stock"). See "Other Matters to be Considered at the Special Meeting--Approval
of Proposed Increase in Number of Authorized Shares of Marcam Common Stock."

As of April 30, 1997, there were outstanding 11,497,260 shares of Common
Stock held of record by 609 stockholders and 325,000 shares of Series D and E
Preferred Stock convertible into 3,250,000 shares of Common Stock.

Initially, holders of MAPICS' capital stock will have the same rights,
preferences and privileges with respect to such capital stock as holders of
Marcam's capital stock have currently.

Common Stock

Except as otherwise provided by law, MAPICS' Restated Articles of
Organization or the description of the Preferred Stock below, holders of MAPICS
Preferred Stock and MAPICS Common Stock vote together as a class on all matters
to be voted on by the stockholders of MAPICS and holders of MAPICS Common Stock
are entitled to one vote for each share held on all matters submitted to a vote
of stockholders and do not have cumulative voting rights. The holders of MAPICS
Common Stock will not have any conversion, redemption, subscription or
preemptive rights. Holders of MAPICS Common Stock are entitled to receive
ratably such dividends, if any, as may be declared by the MAPICS Board of
Directors out of funds legally available therefor, subject to any preferential
dividend rights of any then outstanding MAPICS Preferred Stock. Upon the
dissolution, liquidation or winding up of MAPICS, whether voluntary or
involuntary, holders of MAPICS Common Stock will be entitled to receive ratably
all of the net assets of MAPICS available for distribution to its stockholders
after the payment of all debts and other liabilities, subject to any
preferential and participation rights of any then outstanding MAPICS Preferred
Stock. The rights, preferences and privileges of holders of MAPICS Common Stock
are subject to, and may be adversely affected by, the rights of holders of
shares of Series D Convertible Preferred Stock and Series E Convertible
Preferred Stock and the rights of any series of Preferred Stock which MAPICS
may designate and issue in the future.

Preferred Stock

Of the 1,000,000 authorized shares of MAPICS Preferred Stock, one share
has been designated as Series A Preferred Stock, one share has been designated
as Series B Preferred Stock, one share has been designated as Series C
Preferred Stock, 225,000 shares have been designated as Series D Convertible
Preferred Stock, 100,000 shares have been designated as Series E Convertible
Preferred Stock and 30,000 shares have been designated as Series F Junior
Participating Preferred Stock. As of March 31, 1997, there were outstanding
225,000 shares of Series D Convertible Preferred Stock and 100,000 shares of
Series E Convertible Preferred Stock. For certain information regarding the
Series F Junior Participating Preferred Stock, see "Rights Plan."

Dividends. Holders of Series D Convertible Preferred Stock and Series E
Convertible Preferred Stock (the "Convertible Preferred Stock") are entitled to
receive (on an as converted basis), out of funds legally available therefor,
dividends at the same rate as dividends (other than dividends paid in
additional shares of MAPICS Common Stock) are paid with respect to the MAPICS
Common Stock.

Conversion. A holder of Convertible Preferred Stock has the right, at its
option at any time, to convert any such shares of Convertible Preferred Stock
into ten shares of MAPICS Common Stock, subject to adjustment. At the time of
each conversion, MAPICS will pay in cash an amount equal to all dividends
(other than dividends paid in additional shares of MAPICS Common Stock)
declared but unpaid on the shares of Convertible Preferred Stock surrendered
for conversion. MAPICS does not have the right to redeem the Convertible
Preferred Stock.

Voting Rights. Except as otherwise provided by law and MAPICS' Restated
Articles of Organization, the holders of MAPICS Preferred Stock and MAPICS
Common Stock vote together as a single class on all matters to be voted on by
the stockholders of MAPICS on the following basis: (i) each holder of
Convertible Preferred Stock is entitled to such number of votes per share on
each action as shall equal the number of shares of MAPICS

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<PAGE>

Common Stock (including fractions of a share) into which each share of
Convertible Preferred Stock is then convertible and (ii) each holder of MAPICS
Common Stock is entitled to one vote per share. As long as the GA Entities
(together with their affiliates) own in the aggregate shares of MAPICS Common
Stock, Convertible Preferred Stock or other securities of MAPICS convertible
into or exchangeable for shares of voting capital stock of MAPICS that
represent at least 10% of the total number of shares of MAPICS Common Stock
outstanding on an as converted basis, the GA Entities will be entitled to
elect, or designate one person for election as, a director of MAPICS.

Liquidation. Upon any liquidation, dissolution or winding up of MAPICS,
whether voluntary or involuntary (each a "Liquidation Event"), the Convertible
Preferred Stock will be entitled, before any distribution or payment is made
upon any stock ranking junior, to be paid an amount equal to the greater of (i)
$100 per share plus, in the case of each share, an amount equal to any
dividends declared but unpaid thereon, through the date payment thereof is made
available, or (ii) such amount per share as would have been payable had each
such share been converted to MAPICS Common Stock immediately prior to such
Liquidation Event and the holders of Convertible Preferred Stock are not
entitled to any further payment. Upon any such Liquidation Event after the
holders of Preferred Stock have been paid in full the amount to which such
holders are entitled, the remaining net assets of MAPICS may be distributed to
the holders of stock ranking junior.

Future Issuances. The MAPICS Board of Directors is authorized, subject to
any limitations prescribed by law, without further stockholder approval, to
issue from time to time the remaining shares of MAPICS Preferred Stock in one
or more series. Each such series of MAPICS Preferred Stock shall have such
number of shares, designations, preferences, voting powers, qualifications and
special or relative rights or privileges as shall be determined by the MAPICS
Board of Directors. The issuance of MAPICS Preferred Stock, while providing
desirable flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from acquiring, a
majority of the outstanding voting stock of MAPICS. MAPICS has no present plans
to issue any additional shares of MAPICS Preferred Stock.

Warrants

On May 12, 1994, in connection with the issuance and sale of $25,000,000
in aggregate principal amount of its 9.82% Subordinated Notes due 2001, MAPICS
issued warrants to purchase an aggregate of 383,333 shares of MAPICS Common
Stock, as adjusted from time to time. The warrants are exercisable at any time
during the period commencing June 30, 1994 and ending April 30, 2001, at an
exercise price of $8.93 per share, as adjusted from time to time.

On July 19, 1996, in connection with the issuance and sale of the Series E
Convertible Preferred Stock, MAPICS issued and sold warrants to purchase an
aggregate of 1,000,000 shares of MAPICS Common Stock, as adjusted from time to
time, for an aggregate purchase price of $500,000. The warrants are exercisable
at any time during the period commencing July 23, 1996 and ending July 23,
2003, at an exercise price of $15.36 per share, as adjusted from time to time.

For the effects of the Distribution on these warrants, see "The
Distribution Proposal--Warrants."

Massachusetts Law and Certain Charter Provisions

MAPICS is subject to the provisions of Chapter 110F of the Massachusetts
General Laws, and anti-takeover law. In general, this statute prohibits a
publicly held Massachusetts corporation such as MAPICS from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person becomes an
interested stockholder, unless (i) the interested stockholder obtains the
approval of the Board of Directors prior to becoming an interested stockholder,
(ii) the interested stockholder acquires 90% of the outstanding voting stock of
the corporation (excluding shares held by certain affiliates of the
corporation) at the time it becomes an interested stockholder or (iii) the
business combination is approved by both the Board of Directors and the holders
of two-thirds of the outstanding voting stock of the corporation (excluding
shares held by the interested stockholder). An "interested stockholder" is a
person who, together with affiliates and

87
<PAGE>

associates, owns (or at any time within the prior three years did own) 5% or
more the outstanding voting stock of the corporation. A "business combination"
includes a merger, a stock or asset sale, and other transactions resulting in a
financial benefit to the stockholder.

MAPICS's Amended and Restated By-laws include a provision which excludes
MAPICS from the applicability of Massachusetts General Laws Chapter 110D,
entitled "Regulation of Control Share Acquisitions." In general, this statute
provides that any stockholder of a corporation subject to this statute who
acquires 20% or more of the outstanding voting stock of a corporation may not
vote such stock unless the stockholders of the corporation so authorize. The
MAPICS Board of Directors may amend MAPICS' Amended and Restated By-laws at any
time to subject MAPICS to this statute prospectively.

Massachusetts General Laws Chapter 156B, Section 50A require that a
publicly held Massachusetts corporation have a classified board of directors
consisting of three classes as nearly equal in size as possible, unless the
corporation elects not to be covered by Section 50A. MAPICS is subject to the
provisions of Section 50A.

MAPICS' Restated Articles of Organization also include provisions to (i)
eliminate the personal liability of MAPICS' directors for monetary damages
resulting from breaches of their fiduciary duty to the extent permitted by the
Massachusetts Business Corporation Law and (ii) indemnify MAPICS's directors
and officers to the fullest extent permitted by Massachusetts law, including
under circumstances in which indemnification is otherwise discretionary. Also,
MAPICS has entered into indemnity agreements with each of its directors and
certain executive officers. Those agreements require MAPICS to indemnify such
individuals to the fullest extent permitted by Massachusetts law.

Rights Plan

Pursuant to MAPICS' Stockholder Rights Plan, each share of the MAPICS
Common Stock has an associated preferred stock purchase right (a "MAPICS Right")
and each share of Convertible Preferred Stock has ten associated MAPICS Rights.
Each MAPICS Right entitles the holder to purchase from MAPICS a unit consisting
of one one-thousandth of a share of Series F Junior Participating Preferred
Stock, par value $1.00 per share (the "Junior Preferred Shares"), of MAPICS at a
price of $60.00 per unit, subject to adjustment (the "Purchase Price"). The
MAPICS Rights will be exercisable only if (i) a person or group other than an
Exempt Person (as defined below) acquires beneficial ownership of 20% or more of
the outstanding MAPICS Common Stock (an "Acquiring Person"), (ii) a person or
group announces a tender offer or exchange offer the consummation of which would
result in the beneficial ownership by such person or group of 20% or more of the
outstanding MAPICS Common Stock or (iii) a person owning 10% or more of the
MAPICS Common Stock whose ownership is determined by the MAPICS Board of
Directors to be reasonably likely to cause a material adverse impact on the
business or prospects of MAPICS or to pressure MAPICS to take action to benefit
such person as opposed to MAPICS is declared by the MAPICS Board of Directors to
be an adverse person (an "Adverse Person"). Until a MAPICS Right is exercised,
the holder thereof will have no rights as a stockholder of MAPICS. General
Atlantic Partners and its affiliates would each be deemed "Exempt Persons",
subject to compliance with their standstill agreements with MAPICS.

In the event that (i) any person or group acquires 20% or more of the
outstanding MAPICS Common Stock, except pursuant to a tender or exchange offer
for all shares at a price that a majority of the continuing directors
determines to be fair, (ii) a person owning 10% or more of the MAPICS Common
Stock is determined by the Board of Directors to be an Adverse Person, (iii) a
person owning 20% or more of the outstanding MAPICS Common Stock engages in a
merger with MAPICS in which MAPICS survives and its MAPICS Common Stock remains
outstanding and unchanged, or (iv) while there is an Acquiring Person, such
person engages in certain self-dealing transactions or an event occurs which
results in such person's stock holdings increasing by more than 1%, each holder
of a MAPICS Right, other than MAPICS Rights beneficially owned by the Acquiring
Person or the Adverse Person, will thereafter have the right to receive upon
exercise that number of shares of Common Stock having a market value of two (2)
times the Purchase Price, and in the event that, while there is an Acquiring
Person, MAPICS is acquired in a business combination transaction in which it
does not survive or 50% or more of its assets are sold, each holder of a MAPICS
Right will thereafter have the right to receive upon exercise that number of
shares of common stock of the acquiring company which at the time of the
transaction will have a market value of two (2) times the Purchase Price. The
events set forth in this paragraph are referred to as "Section 11(a)(ii)
Events."

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<PAGE>

At any time after the occurrence of a Section 11(a)(ii) Event, the MAPICS
Board of Directors may cause the MAPICS Rights (other than MAPICS Rights owned
by such person or group) to be exchanged, in whole or in part, for MAPICS
Common Stock at an exchange rate of one (1) share of MAPICS Common Stock per
MAPICS Right.

The MAPICS Board of Directors will generally be entitled to redeem the
MAPICS Rights in whole at a price of $.01 per Right, until the tenth day
following a public announcement that a 20% stock position has been acquired and
in certain other circumstances.

The MAPICS Rights have a certain anti-takeover effects, in that they will
cause substantial dilution to a person or group that attempts to acquire a
significant interest in MAPICS on terms not approved by the MAPICS Board of
Directors.

Transfer Agent

The transfer agent and registrar for MAPICS Common Stock is Boston
EquiServe LP.

89
<PAGE>

INFORMATION CONCERNING MARCAM SOLUTIONS

BUSINESS OF MARCAM SOLUTIONS

Marcam Solutions is a worldwide provider of enterprise resource planning
("ERP") applications and services for process manufacturing companies using
midrange and personal computers, and workstations. Marcam Solutions' PRISM,
Protean and Avantis product lines offer comprehensive business planning and
control solutions to customers' production, logistics, asset management and
financial requirements. PRISM is Marcam Solutions' ERP application solution for
process companies using IBM's AS/400 host-based system. The AS/400 system is an
attractive platform for many companies today due to its low cost of ownership,
flexibility, scalability and maintainability. Protean is Marcam Solutions'
process ERP solution for companies preferring an open, client/server environment
built with leading-edge, object-oriented technology. The most significant
difference between PRISM and Protean is the underlying technology which results
in substantial differences with regard to usability, integration with other
software vendors' applications, and flexibility. The Avantis product line is
designed to meet the asset management requirements of process companies and
other capital-intensive industries. Avantis.XA runs on the AS/ 400 system while
Avantis.Pro runs in an open, client/server environment. All of Marcam Solutions'
products are Year 2000 enabled.

Industry Background

Process manufacturing has unique characteristics with respect to four
fundamental areas:

[bullet] Existence of by-products, co-products, recyclables and
waste materials--By-products, co-products, recyclables and waste
materials may be produced at various stages of the manufacturing
process, and the cost, further use and disposal of these
by-products, co-products, recyclables and waste materials is
important to the overall efficiency of a process manufacturing
organization;

[bullet] Material and production variability and predictability--Process
manufacturers may use different manufacturing processes for any
given product. The processes depend upon the inherent variability of
the input (often agricultural products or chemicals as opposed to
manufactured components) and on the price, quality and availability
of raw materials and equipment creating unique challenges for
process manufacturers;

[bullet] Product cost characteristics--Process manufacturers have a
relatively large portion of their investment in plant and capital
equipment and rely upon inputs that are normally part of overhead,
such as utilities, equipment maintenance and waste disposal.
Accordingly, costs other than direct labor and material represent a
relatively large portion of total costs for process companies; and

[bullet] Distribution of assets--Process manufacturers have a small portion
of their assets in inventory because they need smaller on-site
quantities of fewer, typically less expensive, raw materials and do
not keep substantial work-in-progress inventories because production
flows through the plant.

The manufacturing resource planning ("MRP") systems of the 1980's centered
around streamlining processes within a single manufacturing plant. The success
of the streamlining process led to the integration of other operations, such as
forecasting, costing, quality management and transportation into the more
streamlined manufacturing systems and the reach of MRP systems began to extend
beyond the plant floor. As competition increased, manufacturers responded by
looking for ways to further reduce costs and improve customer service across
their enterprises. MRP systems, with their plant-oriented features, could not
address the needs of increasingly multi-regional or global enterprises. MRP
systems have evolved into an ERP model, encompassing features to support

90
<PAGE>

an enterprise's complete supply chain (production, customer service, logistics,
and maintenance management) and financial business requirements across multiple
sites. Today, the majority of process manufacturers require an ERP system that
can support their mission-critical applications beyond manufacturing processes
to enterprise-wide functions and activities.

According to industry sources, the total worldwide market for ERP systems
on all hardware systems was approximately $5.5 billion in 1996 and will grow at
least 20% this year. Approximately 32% of this market is comprised of software
and software-related services for process manufacturers.

There is also a trend in today's market towards open, client/server
solutions that enable businesses to choose the applications that best meet
their requirements independent of hardware platform, operating system and
database. Manufacturing companies want the flexibility to configure their
information technology infrastructure in a way that meets their strategic
goals.

Although current-generation client/server solutions enable companies to be
platform independent, they generally do not allow easy, inexpensive
interoperability of software applications obtained from different vendors.
Object technology allows enterprises to implement business processes more
rapidly. This ability to more rapidly respond to change is increasingly
important as companies are forced to change in response to pressures from
competition, customer expectations, growth and regulation. Applications based
upon object technology allow greater ongoing flexibility at a lower cost than
applications built with alternative technologies. The development of
object-oriented solutions for the marketplace will continue to require
significant research and development expenditures.

Process manufacturing companies typically manage significant investments
in physical assets, such as plant equipment, fleets of vehicles and facilities.
Process companies typically view asset (maintenance) management applications as
part of an overall ERP solution. Other capital-intensive industries that have
similarly significant investments in physical assets (such as mining, petroleum
refining, petrochemical and utilities industries) may consider an asset
management solution to be the primary mission-critical application in their
operations. According to industry sources, the total worldwide market for
software and services for the computerized maintenance management systems
market is estimated to be over $680 million in 1997, and is expected to grow by
an average of 12% per year over the next three years.

The Solution

Marcam Solutions is a worldwide provider of ERP software applications for
process manufacturing enterprises. Marcam Solutions' approach to addressing
this market includes the following:

Applications Designed Exclusively for Process Businesses. Marcam Solutions
believes that the distinct management challenges faced by process manufacturers
necessitate business planning and control systems designed specifically to
address these unique requirements. Marcam Solutions' PRISM and Protean product
lines incorporate design features which differentiate them from traditional
manufacturing application software. Marcam Solutions believes that these design
features provide its customers with business benefits that they would not
typically receive from applications not designed specifically for the process
business environment. The design features are:

Resource Management--permits users to easily model and control all of the
different inputs and outputs of their production process, including
materials, utilities, equipment, facilities, labor and overhead, and
multiple outputs, including multiple finished products, recycled materials,
by-products, waste and grades of material. The inclusion of all of these
resources provides for a more accurate assignment of costs, which in turn
leads to a more accurate product cost picture, better visibility into
production requirements during planning cycles and enhanced performance
measurements.

Production Model--permits users to develop detailed models of (i) processes
with multiple outputs, (ii) multiple processes for the same produced
products, (iii) recycled products, (iv) processes where an accurate
definition of time dependencies is necessary and (v) flow and batch process
steps. The alternative modeling method (bill of materials and routing) was
designed to model the products produced in discrete industries and is
utilized in traditional manufacturing software.

Integrated Quality Management--provides users with the ability to integrate
quality control management information within inventory control, sales to
customers and production control. Since the quality of raw

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materials in process goods and finished products can fluctuate for process
manufacturers from one time to the next, quality management and the
tracking of quality results is a fundamental requirement. This feature
provides customers with strict quality control overview and access to
information that is fundamental to their business.

Formula Management and Regulatory Compliance--provides reformulation
capabilities to address product quality, variability and seasonality. For
the chemical processing industry in particular, the requirement for
Material Safety Data Sheets must be tied to this reformulation, so that any
changes to the formula will be reflected in updated information about the
handling, transportation and storage of such products.

Enterprise Management--permits users to address their business
requirements, including supply chain management, multi-regional or global
management models and multiple production sites. Enterprise-enabled means
that each application contains the logic needed to assess whether
information must be processed locally or be communicated to other
production locations. Marcam Solutions' software is able to supervise such
communications automatically, ensuring that all data is communicated
accurately and resending communications as needed.

Activity Based Costing--provides more accurate cost information for process
manufacturers than traditional accounting methods. Overhead items are
charged on the basis of another directly measured activity which varies
with the overhead item, allowing the measurement and control of all
resources and permitting the establishment of many different relationships
between direct and indirect costs. This is particularly important for
process companies because of their high investment in plant and equipment
and their use of other inputs which are normally part of overhead.

Function-Rich AS/400 Product Lines. Marcam Solutions' AS/400 product lines,
PRISM and Avantis.XA, are recognized as delivering strong functionality to their
respective markets. PRISM offers the breadth and depth of functions required to
manage a complex manufacturing enterprise, while Avantis.XA offers comprehensive
features required to address the asset management needs of capital intensive
companies. Marcam Solutions believes the AS/ 400 system will continue to be an
attractive choice given its low cost of ownership, flexibility, scalability and
maintainability. The PRISM product line includes 35 application modules and the
Avantis.XA product line includes ten application modules. See "Products".

Open, Client/Server Alternative. Marcam Solutions believes that AS/400
host-based solutions and open, client/server solutions will coexist in the
marketplace. As such, Marcam Solutions is committed to providing total ERP
solutions to the process manufacturing segment for both of these operating
environments. Marcam Solutions has maintained and will continue to support PRISM
and Avantis.XA which are designed for use exclusively with the AS/400 system.
Protean and Avantis.Pro product lines offer an open, client/server solution
available on popular UNIX and Microsoft NT server platforms with
industry-standard development tools and databases such as Oracle and Microsoft's
SQL Server. Each of Marcam Solutions' open systems product lines takes advantage
of the Windows environment, for improved ease-of-use. Marcam Solutions' platform
choices offer customers the flexibility to configure their information
technology infrastructure in a way that they believe best addresses their
business strategy.

Applications Based on Object-Oriented Technology Choices. The Protean and
Avantis.Pro applications provide object-oriented applications that have the
benefits of advanced function, rapid and flexible customization, ongoing
modification without source code modification, as well as reduced
implementation time. Marcam Solutions' object-oriented technology provides the
agility necessary to allow customers to continually customize the software to
meet their specific business processes, without the traditional challenge of
carrying changes forward from release to release. Marcam Solutions also
architected Protean to be enabled for Microsoft Object Linking and Embedding
("OLE"), allowing customers to connect Marcam Solutions' object-oriented
products to other OLE-enabled products.

High Quality Service and Support. Marcam Solutions is dedicated to
providing high quality support for its products through its employee support
staff. Marcam Solutions maintains a telephone response and support program and
also offers implementation consulting, education and applications integration
services on a project consulting basis. Marcam Solutions believes its pre-sales
and post-sales consultants have in-depth process industry knowledge which
differentiates it from others in the ERP process market. While Marcam Solutions
is committed to providing services directly, it also is taking steps to
increase its capability by partnering with other service providers. Marcam

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Solutions' Support Center in Eindhoven, Netherlands, as well as its central
support center for PRISM in Newton, Massachusetts, are ISO 9002 certified.

Applications Focused on the Asset Management Market. Marcam Solutions'
Avantis asset management applications provide solutions for the process
manufacturing industry and also address the asset management requirements of
other capital-intensive industries which share a significant investment in
physical assets, including equipment, fleets of vehicles and facilities.

Strategy

Marcam Solutions' primary objective is to become a leading provider of
integrated ERP solutions to process manufacturers worldwide. The key elements
to implement this strategy are:

Deliver Applications Designed Exclusively for Process Companies. Marcam
Solutions is committed to ongoing development of software applications designed
to meet the unique requirements of process companies. Marcam Solutions intends
to continue to enhance both the PRISM and Protean product lines to meet the
business and technology requirements of process companies. In addition, Marcam
Solutions plans to offer further-specialized solutions for specific process
industries including the food, chemical and pharmaceutical industries. One of
the benefits of Protean's object-oriented technology base is that it enables
relatively rapid development of industry-specialized software add-ons that can
be assembled to meet the specific needs of a particular industry or customer.

Provide Customers Platform Alternatives and Attractive Migration
Paths. Marcam Solutions will continue to offer customers the ability to choose
between AS/400-based host and open, client/server applications. This choice
offers Marcam Solutions' customers flexibility to configure their information
technology infrastructure in a way that best meets their overall business
strategy. Marcam Solutions recognizes that some of its customers using the
AS/400-based product lines may wish to gradually move to open, client/server
product lines. Marcam Solutions is committed to helping its customers with this
migration in a way that minimizes risk while protecting its customers' existing
investments in training and database information. Marcam Solutions' strategy is
one of co-existence that allows PRISM AS/400 users to bring Protean
applications into their AS/400 environments in a planned manner. To facilitate
such a migration, PRISM will be enhanced to provide migration tools and
assistance in a version of PRISM to be called PRISM.Pro. Marcam Solutions
believes that customers will continue to use the AS/400 and intends to continue
to devote resources to supporting its installed base of AS/400 customers.

Deliver Agility in Next-Generation ERP Systems. Marcam Solutions will
continue to invest in further developing the object-oriented technology which
is integral to its Protean and Avantis.Pro applications. Marcam Solutions'
object-oriented products go beyond platform independence and flexibility to
support the emerging business requirement of increased agility by allowing
customers to respond quickly to the ongoing and rapid changes in their business
requirements. Marcam Solutions' implementation of object-oriented technology
enables customers to change their Marcam Solutions' applications using
industry-standard, OLE-enabled tools such as VisualBasic. Protean's design is
such that customized code is automatically carried forward release to release,
relieving the customer of a tremendous burden of more traditional software
approaches.

Offer a Complete ERP Solution With Robust Applications That Can Also Be
Part of a Best-of-Breed Approach. PRISM's 35 modules comprise a comprehensive
ERP solution including production, customer service, logistics, asset
management and financial applications. Marcam Solutions also participates in
joint marketing relationships which have resulted in the integration of
complementary ERP applications in specialized areas, such as forecasting,
executive information system ("EIS"), imaging and electronic data interchange
("EDI"). Marcam Solutions is committed to replicating the competitive features
of its successful PRISM ERP product line in its Protean product line. Marcam
Solutions' patented Enterprise Management capabilities enable companies to
distribute application functions across multiple sites with minimal information
technology personnel involvement.

Utilize Direct and Affiliate Distribution Channels Worldwide. Marcam
Solutions' strategy is to continue to utilize a combination of direct and
affiliate distribution channels throughout the major world markets. Marcam
Solutions intends to continue to distribute its products to large enterprises
through a direct sales force and to pursue mid-size market opportunities
through existing and new affiliate partners. In Japan, Marcam Solutions intends
to further leverage its ongoing business relationship with NEC, its exclusive
distributor in Japan, which maintains a direct sales force marketing the
Protean applications in Japan.

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Pursue Strategic Joint Marketing and Selling Opportunities. Marcam
Solutions intends to pursue strategic marketing and selling relationships with
other vendors that offer complementary products where customers have particular
needs that are best served by such an arrangement. Marcam Solutions will
evaluate such opportunities on a customer-by-customer basis and will pursue
those opportunities which may be most effectively addressed by "best-of-breed"
solutions from multiple vendors. Marcam Solutions believes this approach may
provide additional sales and revenue opportunities for its Protean products.

Pursue Third-Party Implementation Services Partners. Marcam Solutions
intends to work with and through services partners to expand its ability to
meet the ERP implementation requirements of complex multinational customers, as
well as meet the needs of specific local markets. While Marcam Solutions
intends to maintain the capability of managing full implementation projects,
Marcam Solutions will look to its services partners to augment Marcam
Solutions' capacity in the role of prime contractor and to provide certain
technical expertise required for specific projects on a sub-contractor basis.

Leverage Development of Asset Management Applications Across
Capital-Intensive Industries. Marcam Solutions intends to offer asset
management solutions that fit the unique needs of highly capital-intensive
industries and plans to leverage that solution across other industries
including the mining, pulp & paper, metals, petrochemical and utility
industries.

Products

Enterprise Resource Planning (ERP) Solutions

Marcam Solutions offers two product lines for process manufacturers, PRISM
and Protean. PRISM was first introduced in 1987. Protean, Marcam Solutions'
next-generation product, was introduced in 1994. The most significant
difference between the two products is the underlying technology. PRISM remains
available exclusively on the IBM AS/400 and is noted for its process
application depth and its strong integration. Protean is an open client/server
application developed in an object-oriented environment and Marcam Solutions
believes it is the first business application using this technology introduced
into the ERP market. Protean is available on leading UNIX and Microsoft Windows
95 and NT platforms.

PRISM

PRISM is a comprehensive product line consisting of 35 integrated modules
that offers ERP solutions for information systems, including production,
logistics, financial and asset management applications. Marcam Solutions
believes that while the breadth of the PRISM offering is similar to competitive
product lines, there are significant differences in the depth of the offering,
including PRISM's patented production model. The development of the PRISM
product was based upon on-site research and Marcam Solutions maintains a
proactive process for gathering enhancement requests from its customers. As a
result, Marcam Solutions believes the advanced functions of PRISM support
modern business practices in the process industries.

PRISM is organized into four application groups: Production, Logistics,
Financials and Asset Management.

Production. PRISM Production applications assist in the improvement of
production planning and control and consist of ten modules.

Resource Management Resource Processor
Resource Planning Production Analysis
Quick Scheduler Quality Management
Formula Management Regulatory Compliance
Enterprise Manager Visual WorkPlace

Logisitics. PRISM Logisitics applications include eight modules which
address customers' business supply chain requirements, including customer
service information, management of purchased material costs and management
of warehouse space utilization and efficiency.

Customer Order Management Purchase Order Management
Warehouse Management Customer Service
Quick Response Sales Tracker
Brand Management Graphical Performance Series

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Financials. PRISM Financials applications include five modules which
support financial and cost accounting functions in process companies. These
modules have specific features to meet local country accounting
requirements in many countries.

Activity Costing General Ledger
Accounts Payable Financial Support
Accounts Receivable

Asset Management. PRISM Asset Management applications consist of twelve
modules which help manage maintenance and materials management activities,
including production facilities and rolling stock (vehicles).

Entity Management Work Management
Preventive Maintenance MRO Inventory Control
Procurement Project Accounting
Imaging Interface Executive Information System
Approvals EDI-Link
Maintenance AP Quotation Management

PRISM Enhancements and New Applications

Continued growth in the ERP market in 1997 is expected to be driven by
manufacturers attempting to address the Year 2000 issue in their ERP systems.
PRISM 4.3, released in 1996, provides features that support system issues
relating to the Year 2000. In addition Visual WorkPlace, a new PRISM
application, improves time to value by adding a Windows client to AS/400
servers running PRISM. PRISM 4.3 also offers a path for adding object
technology to PRISM. Other new functionality includes significant customer
order management enhancements to support multiple lines of business and
multi-level credit checking, enterprise manager enhancements to enable easier
distribution of key master files and new International Financial Management
applications to address global financial business processes.

Protean

Marcam Solutions believes that its Protean product line is the first fully
object-oriented, mission-critical set of applications for the ERP market.
Protean products are being designed to provide a complete ERP solution with
enterprise-level capabilities to manage the supply chain, including logistics,
production and procurement requirements, plus financials and asset management
requirements. Created in an object-oriented architecture, Protean applications
are designed to meet a user's current business needs, while providing the
ability to rapidly adapt enterprise applications to fit new and evolving
requirements without the time-consuming and costly process of rewriting
software code. Protean products work on a variety of open platforms and
leverage industry standards, such as OLE and the Windows environment.

Modules of Marcam Solutions' Protean product line were first shipped in
June 1994. Since that time, additional and enhanced modules have continued to
be released. The most recent release of the Protean product enables integration
of the production applications with third party financial applications. Marcam
Solutions is currently shipping the following Protean modules within the
following application groups:

Inventory Procurement
Inventory Definition Requisitions
Inventory Analysis Purchase Orders
Inventory Activities Invoice Management
Supply/Demand Manager

Production Asset Management Group
Process Definition Entity Management
Schedule Management Work Management
Schedule Activity Preventative Maintenance
Planning MRO Inventory Control
Quick Scheduler Maintenance Scheduling
Plant Planning Analysis Maintenance Statistics
Plant Planning Management

Costing
Resource Accounting
Resource Costing

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Protean applications are supported on the following platforms: Microsoft
Windows 95 and Windows NT, IBM RS/6000, HP-9000 and the DEC Alpha family of
servers.

Asset Management Solutions

Avantis

Marcam Solutions provides comprehensive solutions to capital intensive
companies. These asset management solutions, also marketed as PRISM and Protean
Asset Management within Marcam Solutions' ERP applications, are marketed under
the brand name of Avantis for the stand-alone asset management market.

Avantis.XA, originally introduced in 1981, remains available exclusively on
the IBM AS/400 and is noted for its application depth and its large base of
satisfied customers. Marcam Solutions believes that the high level of
functionality in Avantis.XA applications makes them an appropriate choice for
large companies that demand best-of-breed solutions. The following modules are
available within the Avantis.XA product line:

Avantis.Pro is a next-generation asset management solution that enables
customers to rapidly and easily reflect business changes within the software.
Avantis.Pro is an open, client/server application developed with an object-
oriented design based on the Protean technology. Objects within the solution
seamlessly integrate to industry leading solutions for work flow, document
management and imaging. The ability to take advantage of the strength of
industry-leading solutions enables Avantis.Pro to fit into best-of-breed
information technology strategies. This object-oriented design offers many
advantages to customers that see technology as a key element of their corporate
strategy. Avantis.Pro is available on leading UNIX platforms and runs Microsoft
Windows 95 and Windows NT as its PC client operating systems. The following
modules are available within the Avantis.Pro product line:

Entity Management Work Management
Preventive Maintenance MRO Inventory Control
Maintenance Scheduling Requisitions
Purchase Orders Invoice Management
Maintenance Statistics

License Fees

Marcam Solutions generally licenses its PRISM, Protean and Avantis
products for a one-time fee. The list prices for Marcam Solutions' applications
vary depending on the size of processor, number of users and local pricing
variations in international markets. Modules are licensed individually,
allowing the customer to select combinations which best fit their business
systems needs. A typical initial license fee is $150,000 to $1,000,000
depending upon the product line and modules licensed. Marcam Solutions receives
an additional license fee when the customer increases the number of users, as
well as when additional modules are licensed.

Strategic Business Partners

Marcam Solutions is working with business partners to leverage the
potential of its new technology. In April 1995, Marcam announced a working
relationship with NEC Corporation ("NEC") designed to complement the business
goals of each party. As a result of this relationship, the parties have focused
additional resources on Protean product development, accelerated delivery of
Protean products and expanded the use of Protean products worldwide. Marcam
Solutions and NEC are parties to a distribution agreement under which NEC has
the right to distribute Marcam Solutions' Protean products generally to
customers in Japan and to Japanese companies located outside Japan. As part of
this agreement, NEC has the right to use Protean to build software for its
customers in non-manufacturing markets. NEC also uses Protean in its system
integration and services business. Additionally, Marcam Solutions and NEC are
parties to a technology transfer agreement under which NEC was granted the right
to use certain Protean technology within NEC. In return, NEC has committed
significant financial resources for continued investment in Protean technology,
as well as the joint development of additional applications. Marcam

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and NEC also formed Obtech LLC, a company which offers object integration and
services in North America. Obtech LLC operates under the direction of a board
of directors from NEC and Marcam Solutions. Marcam Solutions has provided
Protean product and object technology expertise, skills and training, while NEC
has committed certain financial resources in support of start-up activities.
Marcam Solutions believes that Obtech's object integration services, along with
network and system management, project management, training and consulting
services, will assist Marcam Solutions in the implementation of Protean-based
projects in companies of all sizes.

Product Development

During 1996 and 1997, Marcam continued its significant investments in
object technology. Marcam continued to deliver subsequent versions of its
Protean and Avantis.Pro products for production, inventory and asset management
applications. A number of Protean and Avantis.Pro customers began to use the
respective products in production. It also delivered its first Japanese, French
and German versions of Protean and Avantis.Pro. Marcam Solutions believes that
it is the first provider to deliver mission-critical, object-oriented
applications for the ERP market. Object technology enables Marcam Solutions to
deliver applications that are flexible, open and easy to use and, therefore,
Marcam Solutions believes its use of object technology will enable it to offer
customized applications made from standard reusable objects. The benefits of
this approach to customers include a high level of fit and function with
support costs comparable with those of standard applications.

As described under "Products," Marcam Solutions has a working relationship
with NEC which has, in part, focused additional resources on Protean product
development. In addition, Marcam Solutions and NEC have committed to jointly
develop additional software applications for the financial application of the
Protean product, including accounts payable, general ledger and accounts
receivable.

When appropriate, Marcam Solutions may also enter into development
agreements with current and prospective customers and others as part of its
product development effort. Often, periodic enhancements to products for
subscribers to Marcam Solutions' customer support program are provided.
Further, custom programming services are made available for a fee to customers.
During fiscal years 1996, 1995 and 1994, gross research and product development
expenditures were $39,913,000, $41,140,000, and $36,405,000, respectively.

Customers

Marcam Solutions' primary marketing objective is to be the leading
provider of enterprise applications software and services for process
manufacturing companies worldwide. Marcam Solutions' strategy is to deliver
solutions that add substantial value to process manufacturing companies. Marcam
Solutions' target customers range from multi-site, multinational manufacturers
to small and medium-size companies with one or two sites. Marcam Solutions
believes that by creating applications that best fit the business requirements
of specific markets and by offering technology choices and comprehensive
services, Marcam Solutions will deliver solutions that create significant value
for customers. Marcam Solutions believes that its products and services help
customers create value by enabling them to maximize flexibility to take
advantage of change, maximize revenue and market share and minimize cost and
waste.

None of Marcam Solutions' customers accounted for more than 10% of total
revenues in fiscal 1996, 1995, and 1994. Marcam Solutions generally ships its
products upon the execution of license agreements. Accordingly, Marcam
Solutions does not believe that its backlog at any particular point in time is
indicative of future sales.

Marcam Solutions' customers for each of its industry business groups
include divisions, sites and subsidiaries of the following enterprises:

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<TABLE>
<CAPTION>
Process
-------
<S> <C>
Armstrong World Industries, S.A. New Zealand Dairy Foods Ltd. and
Bausch & Lomb/Pharmaceutical Division Subsidiaries
B.F. Goodrich Specialty Chemicals Novo Nordisk A/S
Ciba-Geigy Corp. Rhone-Poulenc, Inc
Coca-Cola USA Rohm and Haas Co.
Engelhard Corp. South African Breweries Limited
The Gillette Co. Tambrands, Inc.
J. R. Simplot Co. Warner-Lambert Co.
Avantis
-------
Arco Chemical Co. Iron Ore Co. of Canada
Avenor Inc. Molson Breweries
BHP Copper Co. Repap Enterprises
Borden Inc. Rockwool-Isolation
The Gillette Co. Rohm and Haas Co.
The Goodyear Tire & Rubber Co. South African Breweries Limited
Harley-Davidson Inc. Tambrands, Inc.
Heineken Nederland B. V. Wyeth-Ayerst International, Inc.
IMC-Agrico Co.

</TABLE>

Marketing and Sales

Marcam Solutions markets its products through direct sales and support
offices and affiliates in North America, Europe, Africa, the Middle East, the
Asia Pacific region and Latin America. Marcam Solutions' marketing and sales
organization allows Marcam Solutions to offer a coordinated, standardized,
worldwide approach to multi-site, multinational companies, while providing for
local support of individual sites.

The headquarters for the Process business group is at Marcam Solutions'
offices in Newton, Massachusetts. Headquarters for the Avantis business group
is located at Marcam Solutions' offices in Burlington, Ontario, Canada.

Marcam Solutions' headquarters for its Europe, Middle East and Africa
operations is located in Paris, France. Asia Pacific operations are currently
conducted from locations in Singapore, Tokyo, Japan and Sydney, Australia.
Latin American operations are conducted from locations in Atlanta, Georgia and
Buenos Aires, Argentina.

Information concerning the results of foreign and domestic operations is
located in Note 12 in the Notes to Marcam Corporation Consolidated Financial
Statements.

Customer Support and Service

Marcam Solutions is committed to providing a high level of customer
support and services which it believes is necessary for customer satisfaction.
Marcam Solutions maintains a telephone response and support program. Upon the
payment of an additional fee, this program is available to customers 24 hours a
day, seven days a week. Through the telephone support program, customers
receive assistance in issue resolution including program corrections and remote
diagnostics.

Marcam Solutions also offers its customers implementation consulting,
education and applications integration services on a project consulting basis.
Marcam Solutions' implementation consulting personnel provide on-site
consulting to assist customers in the installation and use of Marcam Solutions
products. Marcam Solutions has also developed methods for implementing its
applications, including supplemental materials, plans and programs, which guide
the customer through this installation process thus increasing the efficiency
of installation and reducing the cost. Educational materials and instruction
are provided both in a classroom environment and at customer sites. Marcam
Solutions' systems and applications integration personnel provide customization
services. These services generally involve the connection of modules with other
applications used by the customer or the creation of new applications which
complement Marcam Solutions' products.

Marcam Solutions presently maintains three support centers: Newton,
Massachusetts, United States, Burlington, Ontario, Canada and Eindhoven,
Netherlands.

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Proprietary Rights And Technology

Marcam Solutions usually provides its products to end users under
non-exclusive, non-transferable licenses which typically have perpetual terms.
Under Marcam Solutions' current form of license agreement, the licensed
software may be installed on customers' computers and used solely for internal
operations by an agreed-upon number of named users. Marcam Solutions protects
many of its software modules as trade secrets and unpublished copyrighted
works. Because of the size and complexity of its products, Marcam Solutions
typically makes the source code for many of its AS/400-based modules available
to its customers. Although Marcam Solutions takes steps to protect its trade
secrets, there can be no assurance that misappropriation will not occur. In
addition, there can be no assurance that copyright and trade secret protection
will be available in certain countries for the source code or object code
versions of Marcam Solutions' products.

Marcam Solutions currently relies on a combination of patent, trade
secret, copyright and trademark laws and license and non-disclosure agreements
to protect its proprietary rights in its products. Marcam Solutions has
obtained a patent on a method for modeling production processes, which is
embodied in the PRISM and Protean products. Marcam Solutions has also obtained
a patent on a method for managing how computer programs communicate with each
other across dispersed systems and different release levels of software
throughout an enterprise, which is also embodied in the PRISM database. Marcam
Solutions is seeking U.S. and foreign patent protection on key aspects of its
Protean product line. Marcam Solutions believes that, because of the rapid pace
of technological change in the computer software industry, patent, trade secret
and copyright protection are less significant than factors such as the
knowledge, ability and experience of Marcam Solutions' employees, frequent
product enhancements and the timeliness and quality of support services.

Despite the measures taken by Marcam Solutions to protect its proprietary
rights, unauthorized parties may attempt to reverse engineer or copy aspects of
Marcam Solutions' products or to obtain and use information that Marcam
Solutions regards as proprietary. Policing unauthorized use of Marcam
Solutions' products is difficult. Litigation may be necessary in the future to
enforce Marcam Solutions' intellectual property rights, to protect Marcam
Solutions' trade secrets, to determine the validity and scope of the
proprietary rights of others, or to defend against claims of infringement or
invalidity. Such litigation could result in substantial costs and diversion of
resources and could have a material adverse effect on Marcam Solutions'
business, operating results and financial condition. In addition, to the extent
Marcam Solutions desires or is required to obtain licenses to proprietary
rights of others, there can be no assurance that any such licenses will be made
available on terms acceptable to Marcam Solutions, if at all. Any litigation or
dispute regarding proprietary technology which results in a ruling or
settlement that is adverse to Marcam Solutions, could have a material adverse
effect on Marcam Solutions' business, operating results and financial
condition. Claims against Marcam Solutions, with or without merit, as well as
claims initiated by Marcam Solutions against third parties, can be time
consuming and expensive to defend, prosecute or resolve. See "Risk
Factors-Uncertain Protection of Proprietary Technology."

Competition

The market for ERP software within the process manufacturing industry is
highly competitive, changes rapidly and is, to a significant degree, affected
by new product introductions and other market activities of industry
participants. Marcam Solutions' products are primarily targeted at the market
for AS/400 host-based ERP software solutions and at the emerging markets for
open, client/server ERP software solutions. Marcam Solutions' current and
prospective competitors offer a variety of products and solutions to address
these markets. Marcam Solutions' primary competition comes from a large number
of independent software vendors including Baan, N.V., J.D. Edwards and Company,
Oracle Corporation, Ross Systems, Inc., SAP AG and System Software Associates,
Inc. In addition, Marcam Solutions faces indirect competition from suppliers of
specialized functions. In the area of asset management, Marcam Solutions'
primary competition comes from Project Software and Development, Inc., TSW and
others. In the future, Marcam Solutions' competitors could introduce products
with more features and lower prices than Marcam Solutions' products, and could
also seek competitive advantage by bundling existing or new products and
services with other, more established products and services.

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marketing, service, support and technological resources, and greater name
recognition. Marcam Solutions believes its competitive strengths include its
process industry expertise, its proven functional leadership and customer
implementation results, and its long-term vision and early leadership position
with object technology.

In order to be successful in the future, Marcam Solutions must continue to
respond promptly and effectively to the challenges of technological change and
its competitors' innovations by continually enhancing its own product
offerings. There can be no assurance, however, that Marcam Solutions' products
will continue to compete favorably or that Marcam Solutions will be successful
in the face of increasing competition from new products and enhancements
introduced by existing competitors or by new companies entering this market. In
addition, because Marcam Solutions relies in part on a network of distribution
affiliates for implementation and other support of its products, there can be
no assurance that these affiliates will maintain high quality standards
sufficient to maintain the reputation and competitive position of Marcam
Solutions. Marcam Solutions must continue to respond effectively to customer
needs and properly select and incorporate those technologies and application
functionalities that will meet the challenges posed by competitors'
innovations. To accomplish these critical objectives, Marcam Solutions must
continue to invest in enhancing its current products and introduce new products
to remain competitive. See "Risk Factors-New Products and Technological
Change."

Employees

As of March 31, 1997, Marcam Solutions employed a total of 733 employees.
None of Marcam Solutions' employees are represented by a labor union. Marcam
Solutions has experienced no work stoppages and believes that its employee
relations are good.

Marcam Solutions' future operating results depend in significant part upon
the continued service of its key technical and senior management personnel.
Marcam Solutions' future success also depends on its continuing ability to
attract and retain highly qualified technical and managerial personnel.
Competition for such personnel is intense, and may further intensify due to the
particular hiring needs of numerous competitors to address Year 2000 issues.
There can be no assurance that Marcam Solutions will retain its key managerial
or technical personnel or attract such personnel in the future. Marcam
Solutions has at times experienced and continues to experience difficulty
recruiting qualified personnel and there can be no assurance that Marcam
Solutions will not continue to experience such difficulties in the future.
Marcam Solutions, whether directly or through personnel search firms, actively
recruits qualified product development, consulting and sales and marketing
personnel. If Marcam Solutions is unable to hire and retain qualified personnel
in the future, such inability could have a material adverse effect on Marcam
Solutions' business, financial condition and results of operations.

Facilities

Marcam Solutions' principal administrative, marketing and product
development and support facilities are located in Newton, Massachusetts. Marcam
Solutions also leases office space for its other North American, Latin American,
European and Asian sales, development and service offices.

In connection with the Distribution, Marcam will assign its lease for the
premises in Newton, Massachusetts (approximately 94,000 square feet) to Marcam
Solutions. This lease expires in 1999. Marcam will also assign its leases for
certain Atlanta facilities, as well as the Saddle Brook, New Jersey, Oakbrook
Terrace, Illinois, and Irvine, California locations to Marcam Solutions.

Marcam Solutions believes that its facilities are adequate for its current
needs. See Note 8 of Notes to Marcam Corporation Consolidated Financial
Statements for information regarding Marcam Solutions' obligations under its
facilities leases.

Legal Proceedings

Marcam Solutions is subject to legal proceedings and claims which arise in
the normal course of business. While the outcome of these matters cannot be
predicted with certainty, management does not believe the outcome of any of
these legal matters will have a material adverse effect on Marcam Solutions'
business, financial condition or results of operations.

100
<PAGE>

MARCAM SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth selected consolidated financial data of
Marcam as of and for the years ended September 30, 1992, 1993, 1994, 1995 and
1996, for the six months ended March 31, 1996 and 1997 and as of March 31,
1997. The selected consolidated financial data as of and for the years ended
September 30, 1992, 1993 and 1994 have been derived from Marcam's consolidated
financial statements which have been audited by KPMG Peat Marwick, LLP,
independent public accountants. The selected consolidated financial data as of
and for the years ended September 30, 1995 and 1996 have been audited by
Coopers & Lybrand L.L.P., independent public accountants. The consolidated
financial statements for the years ended September 30, 1992 and 1993 and as of
September 30, 1992, 1993 and 1994 are not included in this Proxy
Statement/Prospectus. The selected consolidated financial data for the six
months ended March 31, 1996 and 1997 and as of March 31, 1997 have been derived
from Marcam's unaudited consolidated financial statements which, in the opinion
of management of Marcam, have been prepared on the same basis as the audited
consolidated financial statements and include all adjustments, consisting only
of normal recurring accruals, necessary for a fair presentation of the results
of operations and financial position for and as of these periods. Operating
results for the six months ended March 31, 1997 are not necessarily indicative
of the results to be expected for the entire year.

The unaudited pro forma consolidated statement of operations data for the
year ended September 30, 1996 and the six months ended March 31, 1997 have been
presented as if Marcam Solutions had been operated as a separate entity,
principally by deducting the operating results of MAPICS from Marcam's
historical financial statements. The unaudited pro forma consolidated balance
sheet data as of March 31, 1997 have been prepared to give effect to the
Distribution as if it had occurred on March 31, 1997. Such unaudited pro forma
consolidated financial data is presented for illustration purposes only and is
not necessarily indicative of the financial position or results of operations
that would have been reported had the Distribution occurred at the beginning of
the period presented, nor is it necessarily indicative of the future financial
position or results of operations.

These data should be read in conjunction with "Marcam Management's
Discussion and Analysis of Financial Condition and Results of Operations",
"Management's Discussion and Analysis of Pro Forma Financial Condition and
Results of Operations of Marcam Solutions," "Marcam Solutions, Inc. Pro Forma
Consolidated Financial Statements" and the unaudited pro forma consolidated
financial information of Marcam Solutions set forth below.

101
<PAGE>

MARCAM SELECTED CONSOLIDATED FINANCIAL DATA (A)

<TABLE>
<CAPTION>
Fiscal Years Ended September 30,
---------------------------------------------------------------------------
Pro
Forma
1992 1993 1994 1995 1996 1996(B)
--------- ------------ ------------ ------------- ------------ ------------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations Data:
Revenues:
License ..................... $56,239 $ 64,754 $ 92,974 $ 105,232 $ 93,137 $ 47,796
Services ..................... 42,083 59,523 79,902 97,100 108,287 76,026
-------- --------- -------- --------- --------- ---------
Total revenues ............ 98,322 124,277 172,876 202,332 201,424 123,822
Operating expenses:
Cost of license revenues ... 8,243 10,992 13,700 18,657 16,669 9,756
Cost of services revenues ... 27,863 39,272 50,583 62,904 69,493 58,341
Selling and marketing ...... 38,591 60,286 81,463 87,074 82,790 52,649
Product development ......... 9,079 17,197 19,655 25,930 27,680 21,282
General and administrative 3,734 5,391 7,870 8,382 9,987 7,965
Restructuring charges ...... -- -- -- 28,756 10,600 10,600
In-process research and
development ............... -- 5,568 -- -- -- --
-------- --------- -------- --------- --------- ---------
Total operating expenses ... 87,510 138,706 173,271 231,703 217,219 160,593
-------- --------- -------- --------- --------- ---------
Operating income (loss) ...... 10,812 (14,429) (395) (29,371) (15,795) (36,771)
Litigation settlement ......... -- -- -- -- (3,250) (3,250)
Interest and other income
(expense) .................. 220 (75) (1,361) (2,352) (2,695) (2,695)
Income tax expense (benefit) 4,354 (1,820) (738) 2,634 4,586 4,160
-------- --------- -------- --------- --------- ---------
Net income (loss) ............ $ 6,678 $ (12,684) $ (1,018) $ (34,357) $ (26,326) $ (46,876)
======== ========= ======== ========= ========= =========
Net income (loss) per common
share ........................ $ 0.72 $ (1.25) $ (0.09) $ (3.05) $ (2.31) $ (6.79)
======== ========= ======== ========= ========= =========
Weighted average number of
common shares outstanding ... 9,337 10,173 11,027 11,268 11,384 6,900
======== ========= ======== ========= ========= =========

<CAPTION>
Six Months Ended March 31,
---------------------------------------
Pro
Forma
1996 1997 1997(B)
------------- ------------ ------------
<S> <C> <C> <C>
Statement of Operations Data:
Revenues:
License ..................... $ 41,408 $ 38,084 $ 12,756
Services ..................... 56,021 51,467 32,630
--------- -------- ---------
Total revenues ............ 97,429 89,551 45,386
Operating expenses:
Cost of license revenues ... 8,386 8,676 4,547
Cost of services revenues ... 36,538 29,118 22,510
Selling and marketing ...... 40,773 36,757 20,310
Product development ......... 13,627 15,679 10,710
General and administrative 5,421 4,316 2,876
Restructuring charges ...... -- -- --
In-process research and
development ............... -- -- --
--------- -------- ---------
Total operating expenses ... 104,745 94,546 60,953
--------- -------- ---------
Operating income (loss) ...... (7,316) (4,995) (15,567)
Litigation settlement ......... (3,250) -- --
Interest and other income
(expense) .................. (1,002) (1,420) (1,420)
Income tax expense (benefit) 2,041 2,001 1,712
--------- -------- ---------
Net income (loss) ............ $ (13,609) $ (8,416) $ (18,699)
========= ======== =========
Net income (loss) per common
share ........................ $ (1.20) $ (0.73) $ (2.54)
========= ======== =========
Weighted average number of
common shares outstanding ... 11,358 11,459 7,355
========= ======== =========

</TABLE>

<TABLE>
<CAPTION>
As of September 30, As of March 31, 1997
-------------------------------------------------- --------------------------
1992 1993 1994 1995 1996 Actual Pro Forma(B)
-------- -------- --------- --------- ------------ ------------ -------------
(In thousands)
Balance Sheet Data:
<S> <C> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents ...... $9,899 $4,220 $10,463 $27,312 $ 21,817 $ 20,047 $ 19,195
Working capital (deficit)(C) ... 16,511 8,844 8,300 645 (15,452) (17,724) 35,275
Total assets .................. 64,205 97,396 128,948 146,852 132,202 125,265 117,619
Long-term liabilities ......... 3,956 22,026 35,483 26,359 26,525 26,297 1,297
Stockholders' equity ............ 33,789 36,961 38,126 26,646 11,674 4,696 59,074

</TABLE>

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

(A) See Notes to Consolidated Financial Statements of Marcam appearing
elsewhere in this Proxy Statement/Prospectus.

(B) Adjusted to give effect to the Distribution, the transfer for accounting
purposes of Marcam's $25.0 million 9.82% Subordinated Notes due 2001 to
MAPICS, a $39.0 million promissory note from MAPICS and other adjustments
to reflect tax provisions and resultant deferred tax liabilities. See
"Marcam Solutions, Inc. Pro Forma Consolidated Financial Statements."

102
<PAGE>

MARCAM MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with
"Marcam Selected Consolidated Financial Data" and the Marcam consolidated
financial statements and notes thereto included elsewhere in this Proxy
Statement/Prospectus. The discussion in this section of the Proxy
Statement/Prospectus contains forward-looking statements that involve risks and
uncertainties, such as statements of Marcam's plans, objectives, expectations
and intentions. The cautionary statements made in this section of the Proxy
Statement/Prospectus should be read as being applicable to all related
forward-looking statements wherever they appear in this section of the Proxy
Statement/Prospectus. Marcam's actual results could differ materially from those
discussed herein. Factors that could cause or contribute to such difference
include those discussed in "Marcam Solutions Risk Factors" and "MAPICS Risk
Factors" as well as those discussed elsewhere herein.

Although the Marcam Solutions Common Stock will be distributed to the
Marcam stockholders, because of the relative significance of Marcam's business
relating to the PRISM, Protean and Avantis product lines, the Distribution will
be recorded for accounting purposes as a disposal of the business relating to
the MAPICS product line. Accordingly, the historical (pre-Distribution)
consolidated financial statements of Marcam included elsewhere in this Proxy
Statement/Prospectus will become the historical consolidated financial
statements of Marcam Solutions after the Distribution. After the Distribution,
Marcam Solutions' financial statements will reflect the Distribution as a
disposal of the MAPICS product line as of the Distribution Date and will not be
restated to remove the effects of the prior operating results of the MAPICS
business. The historical financial statements of Marcam do not reflect what the
financial position, results of operations or cash flows would have been had
Marcam Solutions been a separate, stand-alone entity during the periods
presented, because they include financial information relating to the MAPICS
product line. In addition, the pro forma financial information of Marcam
Solutions included elsewhere in this Proxy Statement/Prospectus is for
informational purposes only and may not necessarily reflect future results of
operations and financial position or what the results of operations or
financial position would have been had Marcam Solutions been operating as a
separate entity.

For a discussion and analysis of Marcam Solutions on a pro forma basis,
giving effect to the Distribution, see "Management's Discussion and Analysis of
Pro Forma Financial Condition and Results of Operations of Marcam Solutions."

Overview

On April 28, 1997, the Board of Directors of Marcam decided to divide
Marcam into two separate corporations: one of which will operate the portion of
the business relating to the PRISM, Protean and Avantis product lines and one
of which will operate the portion of the business relating to the MAPICS
product line. The separation into two independent, publicly traded companies is
designed to enable each to better focus on its core markets, to better serve
existing customers and to finance its business. In connection with the
separation, Marcam Corporation will change its name to "MAPICS, Inc." and will
continue the operations relating to the MAPICS product lines.

To effect the separation, Marcam will transfer to Marcam Solutions, a
newly formed corporation and wholly owned subsidiary of Marcam, substantially
all of the business, assets and liabilities relating to its PRISM, Protean and
Avantis product lines and an aggregate of $39.0 million in cash. Up to the
total amount of the $39.0 million cash transfer by Marcam may initially be
represented by a promissory note (the "Note"). The Note is currently expected
to bear interest at the rate of 5.85% per annum, payable quarterly in arrears,
and to provide for monthly installments of principal in scheduled amounts
commencing on August 15, 1997 and ending on March 15, 1999. Marcam currently
intends to repay the Note and Marcam's outstanding 9.82% Subordinated Notes due
2001 with an aggregate principal amount of $25.0 million (the "Subordinated
Notes") with the net proceeds from an underwritten public offering of the
common stock of MAPICS (the "Proposed MAPICS Public Offering") or a debt
financing which would be consummated in lieu of or in combination with the
Proposed MAPICS Public Offering. On April 30, 1997, Marcam filed a Registration
Statement on Form S-3 with the Commission relating to the Proposed MAPICS
Public Offering. Marcam currently expects the separation and Proposed MAPICS
Public Offering to be completed during the fourth quarter ended September 30,
1997.

Marcam is a worldwide provider of enterprise applications and services for
manufacturing companies. Marcam's products offer comprehensive business
planning and control solutions to customers' production, logistics, asset
management and financial requirements.

103
<PAGE>

Marcam's revenues have been derived from licensing its Protean, PRISM,
Avantis and MAPICS products. For the first three quarters of 1996, Marcam also
derived revenues from its subsidiary, Foresight Software, Inc. ("Foresight")
and its Foresight product line, which was divested effective as of June 30,
1996. Each of these product lines support different customers' technology
strategies. The Protean products, which utilize advanced object technology,
tools and databases, are platform independent. PRISM and MAPICS products
provide customer solutions implemented on the IBM AS/400. The Avantis products
provide customer solutions implemented both on the IBM AS/400 and open systems,
utilizing object technology.

Marcam also derives revenue from the sale of product support and related
services. Product support is offered to licensed customers generally based on
agreements that are billed annually, with revenues recognized on a pro rata
basis during the contract period. Services include assisting with customer
implementation of licensed software, providing custom programming and system
integration services, and providing educational material and instruction in the
use of licensed software. Services revenues are generally tied to license
revenues and are recognized as the services are delivered.

For the six months ended March 31, 1997, Marcam recorded a net loss of
$8.4 million. The net loss included an operating loss of $5.0 million. Marcam's
revenues for the six months ended March 31, 1997 were less than management
expected. The expenditures during the period, particularly the significant
continued investment in the development of Protean and underutilized channel
costs, had been based on expected revenues. The revenue shortfall, combined
with the relatively fixed nature of the expenses over the short term, resulted
in the loss. While Marcam's AS/400 based businesses were profitable overall,
these profits were insufficient to cover losses in Protean due to development
and underutilized channel costs. The results for the six months ended March 31,
1997 also reflect savings resulting from expense control and the restructuring
efforts implemented during the second half of fiscal 1996.

Management believes that achievement of profitability and positive cash
flows from operations as soon as possible is essential. Management currently
believes that a combination of cost reductions and increased revenues is
necessary to achieve this result. For a discussion of the actions being
initiated in this regard and the related charge to be taken during the quarter
ending June 30, 1997, see "Management's Discussion and Analysis of Pro Forma
Financial Condition and Results of Operations of Marcam Solutions."

In fiscal years 1995 and 1996, Marcam recorded restructuring charges of
$28.8 million and $10.6 million, respectively. The 1995 restructuring charges
primarily pertained to the cessation of development of PRISM Client/
Server product line and the consolidation of certain facilities. The 1996
restructuring charges primarily related to a restructuring of Marcam's global
operations and the divestiture of Foresight. At March 31, 1997, a balance of
$1.6 million associated with these charges remained in accrued expenses.
Management believes that this remaining balance is adequate to cover future
expenditures associated with the restructuring actions and that the majority of
related restructuring activities will be completed by the end of fiscal 1997.

During 1996, Marcam took a number of strategic measures designed to better
address its market opportunities, while balancing the need for short-term
profitability improvement.

Marcam continued to invest aggressively in product development. The major
areas of focus included increased development resources in support of Protean
and expenditures on foreign language translation and localization, particularly
in support of MAPICS XA. Gross research and development expenditures in 1996
totaled $39.9 million, or 19.8% of total revenue.

During 1996, Marcam delivered new Protean releases adding production,
inventory management and planning functionality, as well as further enhancements
to Procurement and Maintenance Management applications. As of September 30,
1996, Protean was in full production at nine customer sites. In September 1996,
Marcam delivered PRISM Release 4.3, with significant enhancements including
functionality which addresses Year 2000 enablement and provides a migration path
to Marcam's Protean products. Earlier in the year, Marcam delivered Release 3.0
of MAPICS XA, which included significant enhancements as well as new modules for
Electronic Commerce and the Information WorkPlace.

Also during 1996, Marcam increased resources in selected sales and
marketing roles, including senior marketing and sales management executives, to
better position itself for long-term growth.

104
<PAGE>

Marcam also completed a review of its operating expense structure and
overall operations. As a result, Marcam converted direct sales operations in
Latin America and Asia Pacific to affiliate distribution channels and
implemented staffing reductions in many areas. Additionally, the divestiture of
FSI was completed as of June 30, 1996.

Marcam recorded restructuring charges during 1996 totaling $10.6 million
related to the actions described above. Of this amount, approximately $5.5
million related to the divestiture of Foresight, $2.0 million related to
employee severance payments, $1.0 million related to the write-off of
intangible assets and $2.1 million addressed lease cancellations, fixed asset
write-offs and other miscellaneous costs related to the restructuring actions.
In total, approximately $6.9 million in cash expenditures will result from
these actions.

Marcam also recorded a charge during fiscal 1996 of $3.3 million for the
settlement of the shareholders' class action litigation that was filed in 1994.

Marcam also took action to raise additional capital to meet its short-term
objectives. This consisted of the addition of $10.0 million of equity capital
in the form of preferred stock and warrants which was completed in July 1996.
Marcam had $21.8 million in cash and cash equivalents as of September 30, 1996.

Results of Operations

The following table sets forth the percentage of total revenues
represented by items reflected in Marcam's consolidated statements of
operations.

<TABLE>
<CAPTION>
Fiscal Years Ended September 30, Six Months Ended March 31,
--------------------------------------- --------------------------
1994 1995 1996 1996 1997
--------- ------------ ------------ ------------ ---------
<S> <C> <C> <C> <C> <C>
Revenues:
License ........................... 53.8% 52.0% 46.2% 42.5% 42.5%
Services ........................ 46.2 48.0 53.8 57.5 57.5
-------- --------- --------- --------- --------
Total revenues .................. 100.0 100.0 100.0 100.0 100.0
-------- --------- --------- --------- --------
Operating expenses:
Cost of license revenues ......... 7.9 9.2 8.3 8.6 9.7
Cost of services revenues ......... 29.3 31.1 34.5 37.5 32.5
Selling and marketing ............ 47.0 43.1 41.1 41.8 41.0
Product development ............... 11.4 12.8 13.7 14.0 17.5
General and administrative ...... 4.6 4.1 4.9 5.6 4.8
Restructuring charges ............ -- 14.2 5.3 -- --
-------- --------- --------- --------- --------
Total operating expenses ......... 100.2 114.5 107.8 107.5 105.6
Operating loss ..................... (0.2) (14.5) (7.8) (7.5) (5.6)
Litigation settlement ............ -- -- (1.6) (3.3) --
Interest and other income
(expense), net .................. (0.8) (1.2) (1.3) (1.0) (1.6)
-------- --------- --------- --------- --------
Loss before income tax expense
(benefit) ........................ (1.0) (15.7) (10.7) (11.9) (7.2)
Income tax expense (benefit) ...... (0.4) 1.3 2.3 2.1 2.2
-------- --------- --------- --------- --------
Net loss ........................... (0.6%) (17.0%) (13.0%) (14.0%) (9.4%)
======== ========= ========= ========= ========

</TABLE>

Six Months Ended March 31, 1997 Compared to Six Months Ended March 31, 1996

Total revenues decreased 8.1% to $89.6 million from $97.4 million for the
six-month period ended March 31, 1997 as compared to the same period in 1996.
Total revenues excluding revenues from the Foresight product line, which was
divested effective as of June 30, 1996, were consistent with revenues of $89.4
million for the six-month period ended March 31, 1996. License revenues
decreased 8.0% to $38.1 million from $41.4 million for the six-month period
ended March 31, 1997, as compared to the same period in 1996. License revenues
excluding revenues from the Foresight product line increased 3.4% from $36.8
million for the six-month period ended March 31, 1996. The increase in license
revenues for the six-month period ended March 31, 1997 as compared to the same

105
<PAGE>

period in 1996 was primarily due to strong MAPICS license revenue, particularly
within North America and Europe, offset by lower license revenue of PRISM.

Services revenues decreased 8.1% to $51.5 million from $56.0 million for
the six-month period ended March 31, 1997, as compared to the same period in
1996. Services revenues excluding revenues from the Foresight product line
decreased 2.1% from $52.6 million,000 for the six-month period ended March 31,
1996. The decrease in services revenues for the six-month period ended March
31, 1997, was primarily due to decreased implementation consulting and
customization revenues for the PRISM products which were partially offset by
increased customer support revenues.

Cost of license revenues represented 22.8% of license revenues for the
six-month period ended March 31, 1997, as compared to 20.3% for the same period
in 1996. The increase in cost of license revenues as a percentage of license
revenues for the six-month period ended March 31, 1997 as compared to the same
period in 1996 was due to increased amortization of capitalized software
translation costs related to products for non-U.S. markets and increased
amortization of capitalized software development costs related to the MAPICS
and Protean products. The percent increase is also attributable to the decrease
in licenses revenues for the six-month period ended March 31, 1997 as compared
to the same period in 1996.

Cost of services revenues represented 56.6% of services revenues for the
six-month period ended March 31, 1997, as compared to 65.2% for the same period
in 1996. The improvement in cost of services revenues as a percentage of
services revenues for the six-month period ended March 31, 1997 as compared to
the same period in 1996 was primarily due to cost savings from expense control
and the restructuring efforts implemented during the second half of fiscal year
1996. The improvement in cost of services revenues as a percentage of services
revenues is also due to a $2.0 million special provision for estimated services
contract losses which was recorded within the period ended March 31, 1996.

Selling and marketing expense decreased $4.0 million, or 9.9%, for the
six-month period ended March 31, 1997, as compared to the same period in 1996.
The decrease was primarily related to costs associated with the Foresight
product line, which was divested effective as of June 30, 1996. The decreases
related to the Foresight product line divestiture more than offset the
increased marketing expenditures in 1997 related to the PRISM, Protean, Avantis
and MAPICS product lines.

Gross research and product development expenditures for the six-month
period ended March 31, 1997 was $20.9 million, as compared to $20.2 million for
the same period in 1996. The increase in gross research and product development
expenses for the six-months ended March 31, 1997 as compared to the same period
in 1996 is primarily due to increased development costs for the MAPICS and
Protean product lines partially offset by lower spending to translate and
localize software products for international sale, and no development costs in
1997 related to the divested Foresight product line. Development spending for
the PRISM product line during the six months ended March 31, 1997 was
consistent with the level of spending during the same period in 1996.

Computer software costs capitalized were $5.2 million for the six-month
period ended March 31, 1997, representing 24.9% of gross research and
development expenditures. Computer software costs capitalized during the
six-month period ended March 31, 1996 were $6.6 million, representing 32.6% of
gross research and development expenditures. The decrease as a percentage of
gross expenditures was due primarily to lower translation efforts in 1997 and a
lower amount of software development expenditure qualifying for capitalization.

Therefore, product development expenses were $15.7 million for the
six-month period ended March 31, 1997, representing 17.5% of total revenues.
For the six-month period ended March 31, 1996, product development expenses
were $13.6 million, representing 14.0% of total revenues. The increase for the
six-month period ended March 31, 1997, as compared to the same period in 1996
was primarily related to the continuing investment in all of Marcam's products
and lower amounts of costs qualifying for capitalization.

General and administrative expenses, which include Marcam's finance,
accounting and corporate administrative functions, decreased by $1.1 million
for the six-month period ended March 31, 1997, as compared to the same period
in 1996. The decrease was primarily due to a $1.0 million special provision in
1996 for additional contract claims and legal costs.

During the second quarter of fiscal 1996, Marcam reached an agreement in
principle to settle the shareholder class action litigation which was brought
against Marcam in August 1994. Of the $5.8 million settlement, Marcam
contributed $2.8 million from its own funds, with the remainder provided by
insurance. Marcam recorded a charge in the three-month period ended March 31,
1996 of $3.3 million to cover the settlement and other related expenses.

106
<PAGE>

Interest and other income decreased $0.3 million for the six-month period
ended March 31, 1997, as compared to the same period in 1996. This decrease was
primarily related to interest earned on lower cash balances during the 1997
period as compared to the 1996 period.

The income tax expense for the six-month period ended March 31, 1997 was
$2.0 million. The income tax expense for the six-month period ended March 31,
1996 was $2.0 million. The expense in each period was primarily due to foreign
withholding taxes and income taxes on income generated in foreign jurisdictions,
for which U.S. tax credit utilization is currently uncertain. There was no tax
benefit recorded for losses generated in the U.S. during these periods due to
the uncertainty of realizing such benefits.

Fiscal 1996 Compared to Fiscal 1995

Revenues. Total revenues decreased 0.4% to $201.4 million in 1996 from
$202.3 million in 1995. Total revenues excluding revenues from the Foresight
product line, which was divested as of June 30, 1996, increased 2.8% to $190.3
million in 1996 from $185.0 million in 1995. The increase in total revenues
(excluding revenues from the Foresight product line) was due to the increase in
services revenues, which was partially offset by the decrease in license fee
revenues.

License fee revenues decreased 11.5% to $93.1 million in 1996 from $105.2
million in 1995. License fee revenues excluding revenues from the Foresight
product line decreased 7.5% to $86.7 million in 1996 from $93.7 million in
1995. The decrease in license fee revenues resulted from the decline in license
fee revenues for PRISM and Protean products, which more than offset the
continued revenue growth for MAPICS products.

Services revenues increased 11.5% to $108.3 million in 1996 from $97.1
million in 1995. Services revenues excluding revenues from the Foresight
related services increased 13.4% to $103.6 million in 1996 from $91.3 million
in 1995. The services revenues increase, which occurred in all geographies, was
primarily due to growth in Marcam's consulting and support businesses. This was
primarily the result of the growth in the installed customer base.

Cost of License Revenues. Cost of license revenues represented 17.9% and
17.7% of license revenues in 1996 and 1995, respectively. The cost of license
revenues as a percentage of license revenues increased slightly in 1996
primarily due to increased amortization of capitalized software for the MAPICS
and Protean products, and increased amortization of software translation costs
for translating products into foreign languages.

Cost of Services Revenues. Cost of services revenues represented 64.2% and
64.8% of services revenues in 1996 and 1995, respectively. The decrease in cost
of services revenues as a percentage of services revenues in 1996 was primarily
the result of higher margins realized in Marcam's implementation consulting and
customization businesses. This was due to the decreased use of external
resources as compared to the prior year. External resources, although flexible,
are generally more costly than internal resources.

Selling and Marketing. Selling and marketing expenses decreased $4.3
million or 4.9%, in 1996 from 1995. The decrease in total selling and marketing
expenses was due to decreased spending on marketing programs as well as reduced
headcount and the decline in license revenues which led to lower commission
expense. The decrease was partially offset by an increase in the provision for
doubtful accounts in 1996 due to amounts provided for write-offs of domestic
and foreign accounts receivable in the second half of fiscal 1996. As a
percentage of revenues, selling and marketing expenses decreased to 41.1% in
1996 from 43.1% in 1995. The decrease as a percentage of revenues was primarily
due to decreased spending on marketing programs and reduced headcount.

Product Development. Product development expenses were $27.7 million and
$25.9 million, representing 13.7% and 12.8% of total revenues in 1996 and 1995,
respectively. The increase of $1.8 million in 1996 was primarily the result of
lower amounts qualifying for capitalization as software development costs under
Marcam's policies.

Gross research and product development expenditures in 1996 and 1995 were
$39.9 million and $41.1 million, respectively. The $1.2 million decrease was
primarily due to Marcam's decision in the fourth quarter of 1995 to cease
development of the PRISM Client/Server products and to the Foresight
divestiture. This decrease was partially offset by the increased investment in
Marcam's object technology. The amounts of software development costs
capitalized were $12.2 million and $15.2 million for 1996 and 1995,
respectively, representing 30.6% and 37.0% of gross research and development
expenditures.

General and Administrative. General and administrative expenses, which
include Marcam's finance, accounting and corporate administrative functions,
increased by $1.6 million in 1996 from 1995. The increase was

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<PAGE>

due primarily to a $1.0 million charge taken in the second quarter of 1996 for
service contract claims and legal costs, as well as investments in internal
information systems.

Restructuring Charges. During the third and fourth quarters of fiscal
1996, Marcam recorded restructuring charges of $8.3 million and $2.3 million,
respectively. The $10.6 million of charges related to a restructuring of
Marcam's global operations and the divestiture of FSI. At September 30, 1996,
$4.0 million related to these charges remained in accrued liabilities.
Management believes that the remaining balance will be adequate to cover future
expenditures associated with the 1996 restructuring actions and expects that
the restructuring actions will be complete by the end of fiscal 1997. See
"Overview".

Litigation Settlement. During the second quarter of 1996, Marcam reached
an agreement to settle the shareholder class action litigation which was
brought against Marcam in August 1994. Of the $5.8 million settlement, Marcam
contributed $2.8 million from its own funds, with the remainder provided by
insurance. Marcam recorded a charge of $3.3 million to cover the settlement and
other related expenses.

Interest and Other Income. Interest and other income increased $0.7
million in 1996 from 1995. The increase was due to higher average cash balances
resulting from the financing activities undertaken during the quarters ended
September 30, 1995 and September 30, 1996, and higher interest rates on
invested balances.

Interest and Other Expense. Interest and other expense increased $1.1
million in 1996 from 1995. The increase in 1996 was primarily due to interest
expense from capital leases and other financings, as well as franchise taxes.

Provision for Income Taxes. The income tax expenses for 1996 of $4.6
million and 1995 of $2.6 million were primarily due to foreign withholding
taxes and income taxes on income generated in foreign jurisdictions for which
tax credit utilization is currently uncertain. There was no tax benefit
recorded in 1996 or 1995 for losses generated during the periods due to the
uncertainty of realizing such benefits.

Fiscal 1995 Compared to Fiscal 1994

Revenues. Total revenues increased 17.0% to $202.3 million in 1995 from
$172.9 million in 1994. License fee revenue increased 13.2% to $105.2 million
in 1995 from $93.0 million in 1994. The increase in license fees resulted from
license revenue growth for all product lines, with the most rapid rate of
growth in the MAPICS XA and Foresight products. License revenue also grew most
rapidly overseas, especially in Asia Pacific and Latin America.

Services revenue increased 21.5% to $97.1 million in 1995 from $79.9
million in 1994. The services revenues increase, which occurred in all
geographies, was due to growth in Marcam's consulting and support businesses.
This was primarily the result of the growth in the installed customer base.

Cost of License Revenues. Cost of license revenues represented 17.7% and
14.7% of license revenues in 1995 and 1994, respectively. The cost of license
revenues increased in 1995 primarily due to increased amortization of
capitalized software resulting from newly-released object-technology products,
and increased levels of translations of all products into foreign languages.

Cost of Services Revenues. Cost of services revenues represented 64.8% and
63.3% of services in 1995 and 1994, respectively. The increase in cost of
services revenues as a percentage of services revenues in 1995 was primarily
the result of lower margins realized in Marcam's implementation consulting
business. This was due to the increased use of external resources utilized to
meet high demand. External resources, although flexible, are generally more
costly than internal resources.

Selling and Marketing. Selling and marketing expenses increased $5.6
million or 6.9%, in 1995 from 1994. The modest rate of increase was primarily
due to expense controls. These controls were offset in part by an increase in
the percentage of license sales generated by Marcam's indirect selling channel,
primarily for the MAPICS XA product line, which has higher selling and
marketing costs than Marcam's direct sales channel. The increase was also
partially offset by a decrease from 1995 to 1994 in the provision for doubtful
accounts due to higher provisions in 1994 for specific situations associated
with the Varnet acquisition.

Product Development. Product development expenses were $25.9 million and
$19.7 million, representing 12.8% and 11.4% of total revenues in 1995 and 1994,
respectively. The increase of $6.3 million in 1995 was

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<PAGE>

primarily the result of increased investments in Marcam's object technology
offset in part by a reduced level of computer software costs capitalized.

Gross research and product development expenditures in 1995 and 1994 were
$41.1 million and $36.4 million, respectively. The amounts of computer software
costs capitalized were $15.2 million and $16.8 million for 1995 and 1994,
respectively, representing 37.0% and 46.0% of gross research and development
expenditures.

General and Administrative. General and administrative expenses increased
by $0.5 million in 1995 from 1994. The increase was due primarily to increased
legal expenses incurred by Marcam.

Restructuring Charge. In the fourth quarter of fiscal 1995, Marcam recorded
a restructuring charge of $28.8 million related to the cessation of development
of the PRISM Client/Server product line, intangible asset write-offs, staffing
reductions, the consolidation of certain facilities and reorganization of the
Foresight product organization. This charge reflected costs of approximately
$9.1 million associated with the decision to discontinue PRISM Client/Server
development, including the costs of customer commitments and the write-off of
previously capitalized software. The charge also reflected costs of $16.3
million associated with the write-off of capitalized software and other
intangible assets, the future values of which were impaired by restructuring
actions or were not supported due to changes in business outlook. The charge
included $2.3 million related to the closure or consolidation of certain
European facilities, including related write-offs of property and equipment, and
$1.1 million related to the headcount reduction of forty employees.

Interest and Other Income. Interest and other income increased $0.3
million in 1995 from 1994. The increase was due to higher average cash balances
resulting from the capital raised during the fourth quarter, and higher
interest rates on invested balances.

Interest and Other Expense. Interest and other expense increased $1.3
million in 1995 from 1994. The increase in 1995 was due primarily to a full
year of interest expense and amortization of warrants associated with the $25.0
million Subordinated Notes which were issued in May 1994.

Provision for Income Taxes. The income tax expense for fiscal 1995 of $2.6
million was primarily due to foreign withholding taxes and income taxes on
income generated in foreign jurisdictions for which tax credit utilization is
currently uncertain. The income tax benefit of $0.7 million in fiscal 1994 was
primarily due to the carry-back of operating losses and research and
experimentation credits.

Liquidity and Capital Resources

Marcam has funded its activities primarily from cash generated from
operations, from borrowings and from equity financings.

Current assets decreased $2.0 million at March 31, 1997 to $76.5 million
from $78.6 million at September 30, 1996. This decrease was primarily due to
lower cash and accounts receivable balances partially offset by higher prepaid
expenses and other current assets. The decrease in cash is attributable to cash
used to fund operating losses, restructuring related payments and investments
in software development and fixed assets. The decrease in accounts receivable
is primarily due to decreased revenues for the six-month period ended March 31,
1997 as compared to the six-month period ended September 30, 1996. The increase
in prepaid expenses and other current assets is primarily related to increased
general insurance prepayments and a reclassification of certain long-term other
assets to current assets due to their scheduled realization.

Current liabilities increased $0.3 million at March 31, 1997 to $94.3
million from $94.0 million at September 30, 1996. The increase was primarily
due to the increase in deferred revenue, which resulted from the annual billing
of the majority of Marcam's maintenance contracts. The maintenance contracts
period for the PRISM, Protean and Avantis products is predominantly from
January to December, with the billing occurring in January of every year. The
revenues from these maintenance contracts are deferred and recognized ratably
over the contract period. The increase in deferred revenues was partially
offset by decreases in accounts payable and accrued expenses and other current
liabilities. These decreases were primarily due to reductions in restructuring
reserves and affiliate commissions payable. As a result of the decrease in
current assets and the increase in current liabilities, the working capital
deficit increased by $2.3 million from a working capital deficit of $15.5
million at September 30, 1996 to a working capital deficit of $17.7 million at
March 31, 1997.

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<PAGE>

During the six-month period ended March 31, 1997, operating activities
provided $5.4 million of cash, as support fees received more than offset
operating expenses and cash outlays for restructuring expenditures and
affiliate fees. During the same period, investing activities used $7.3 million
of cash primarily for the purchase of fixed assets and expenditures for
software development. Financing activities during the same period provided $0.4
million of cash primarily from proceeds received from the sale of stock to
employees, partially offset by payments made on capitalized leases.

At March 31, 1997, Marcam had outstanding $25.0 million in aggregate
principal amount of 9.82% unsecured Subordinated Notes due April 30, 2001. The
terms of the subordinated debt contain financial covenants which, among other
things, require the maintenance of certain financial ratios, limit the ability
to incur additional debt, and preclude the payment of dividends. Marcam
currently is in compliance with these covenants, as amended. In connection with
the Distribution, the Subordinated Notes will remain an obligation of MAPICS
and will not be an obligation of Marcam Solutions.

Marcam has a revolving credit line, as amended in May 1997, of $20.0
million, with borrowing availability limited to 80 percent of qualifying
accounts receivable. Borrowings under this facility bear interest at a
designated prime rate plus one percent (1%) per annum. Marcam's obligations
under this credit facility are secured by liens on substantially all of
Marcam's assets. In addition, this credit facility contains covenants, which,
among other things, impose certain limitations or prohibitions on Marcam with
respect to additional indebtedness, liens, and capital leases; the payment of
dividends on, and the redemption or repurchase of, capital stock of Marcam;
investments and acquisitions; the merger or consolidation of Marcam with any
person or entity and the disposition of any of the property or assets of
Marcam. In connection with the Distribution, this revolving credit facility
will remain an obligation of MAPICS and will not be an obligation of Marcam
Solutions.

In fiscal years 1995 and 1996, Marcam recorded restructuring charges of
$28.8 million and $10.6 million, respectively. At March 31, 1997, a balance of
$1.6 million associated with these charges remained in accrued expenses and is
expected to result in cash expenditures.

Marcam has used cash during fiscal years 1997, 1996 and 1995 to fund
strategic investments, in particular substantial expenditures for new product
development, and operating losses. For the first two quarters of fiscal 1997 and
for fiscal years 1996 and 1995, Marcam's product development expenditures were
$20.9 million, $39.9 million, and $41.2 million, respectively. During the
remainder of fiscal year 1997, Marcam currently intends to continue to make
investments in product development and may need to continue to fund operating
losses. In addition, Marcam currently expects to use approximately $9.0 million
in cash to fund the restructuring actions to be taken in the third fiscal
quarter of 1997 and the costs of the Distribution. Marcam's objective is to fund
these investments, restructuring actions and costs and any losses primarily with
cash from improved operations. Marcam's timely ability to generate cash from
operations depends upon, among other things, revenue growth, completion and
market acceptance of new products, success in enhancing and selling its current
AS/400-based families of products, improvements in operating productivity, and
payment terms and collection of accounts receivable.

There can be no assurances that Marcam's operations will generate
sufficient cash to finance these activities. Until operations improve to meet
its cash requirements, Marcam will need to rely on existing cash resources and
borrowings under its credit facility. Marcam currently anticipates that its
available cash and borrowing capacity will be sufficient to fund operations in
1997. If, however, such sources prove insufficient in 1997, or over the longer
term, Marcam will be required to make changes in operations or seek additional
debt or equity financing. There can be no assurances that additional debt or
equity financing will be available or available with terms acceptable to the
company. In addition, there can be no assurances that the Proposed MAPICS
Public Offering will be successful or completed by the current fiscal year
ended September 30, 1997.

Inflation

To date, Marcam believes inflation has not had a material impact on
Marcam's operation.

Recently Issued Pronouncements

In October 1995, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), was issued which will
require Marcam to elect either expense recognition under SFAS 123 or its
disclosure-only alternative for stock-based employee compensation. The expense
recognition

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<PAGE>

provision encouraged by SFAS 123 would require fair-value based financial
accounting to recognize compensation expense for employee stock compensation
plans. Marcam has determined that it will elect the disclosure-only
alternative. Marcam will be required to disclose the pro forma net income and
pro forma net income per share in the notes to the consolidated financial
statements using the fair-value based method beginning in fiscal 1997 after the
Distribution, with comparable disclosures for fiscal 1996. Marcam has not
determined the impact that these pro forma adjustments will have on its net
income or income per share.

In February 1997, Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS 128"), was issued which will require Marcam to
present basic and diluted earnings per share ("EPS"). Basic EPS, which replaces
primary EPS, excludes dilution and is computed by dividing income available to
common stockholders by the weighted-average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity. Diluted EPS is computed similarly to fully
diluted EPS under existing rules. SFAS 128 requires restatement of all prior
period earnings per share data presented. Marcam will adopt SFAS 128 as of
October 1, 1998 and has not yet determined the impact of the adoption.

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<PAGE>

MANAGEMENT OF MARCAM SOLUTIONS

Prior to the Distribution, the Board of Directors of Marcam Solutions
("Marcam Solutions Board") is expected to consist of five individuals.
Currently, Michael J. Quinlan is the sole director of Marcam Solutions. Prior
to the Distribution, the Company, as sole stockholder of Marcam Solutions,
plans to elect the following individuals to the Marcam Solutions Board: Paul A.
Margolis, John Campbell, William O. Grabe and Richard S. Hickok. In addition,
it is expected that the executive officers identified below will be appointed
by the Marcam Solutions Board.

Executive Officers and Directors

<TABLE>
<CAPTION>
Name Age Position
- --------------------------------- ----- ------------------------------------------------------
<S> <C> <C>
Michael J. Quinlan ............ 55 President, Chief Executive Officer and Director
George A. Chamberlain 3d ...... 61 Chief Financial Officer and Vice President of Finance
Thomas D. Ebling ............... 42 Senior Vice President, Development and Support
Sharon R. Clark ............... 45 Vice President, Marketing and Communications
Paul A. Margolis ............... 44 Chairman and Director
John Campbell .................. 49 Director
William O. Grabe(1) ............ 59 Director
Richard S. Hickok(1)(2) ......... 71 Director

</TABLE>

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

(1) Member of Compensation Committee.

(2) Member of Audit Committee.

Mr. Quinlan will serve as Marcam Solutions' President and Chief Executive
Officer and as a director. Mr. Quinlan has served as Marcam's President and
Chief Executive Officer since January 1996 and as a director of Marcam since
February 1996. Prior to joining Marcam, Mr. Quinlan was Senior Vice President
of Marketing for Telular Corporation, a developer of fixed wireless phone
systems, from June 1994 to October 1995. From July 1992 to June 1994, he was
Director of Technology at the Wharton School, and Chief Executive Officer of
Access Technology Group, a multimedia production company specializing in
executive presentations and sales tools, from July 1993 and June 1994. Prior to
1992, Mr. Quinlan held a number of senior management positions including
Director of Strategic Planning, President of the National Accounts Division and
Chief Financial Officer of IBM's Asia Pacific Group.

Mr. Chamberlain will serve as Marcam Solutions' Chief Financial Officer
and Vice President of Finance. Mr. Chamberlain has served as Marcam's Chief
Financial Officer since September 1994. Prior to joining Marcam, Mr.
Chamberlain was an Executive Vice President with Capital Technologies, Inc., a
consulting and venture capital company, during 1993 and 1994. Mr. Chamberlain
retired from Digital Equipment Corporation in 1992, where he had most recently
been Vice President of Finance. Mr. Chamberlain will become a director of
MAPICS following the Distribution.

Mr. Ebling will serve as Marcam Solutions' Senior Vice President,
Development and Support. Mr. Ebling has served as Marcam's Senior Vice
President, Protean Development since September 1996. Mr. Ebling, who joined
Marcam in 1981, has also served as Marcam's Vice President, Product Development
and Support from 1981 to 1988, Senior Vice President, Product Development and
Support from 1988 to 1994 and Senior Vice President, Development from 1994 to
August 1996.

Ms. Clark will serve as Marcam Solutions' Vice President, Marketing and
Communications. Ms. Clark has served as Marcam's Vice President, Corporate
Marketing since August 1996. Prior to joining Marcam, Ms. Clark was a managing
principal at Right Management Consultants, a worldwide human resource and
career counseling firm, from March 1995 to August 1996. From 1973 to October
1994, Ms. Clark held various sales, marketing and technical executive positions
with IBM, most recently as Director, Architecture and Infrastructure for the
Information System organization.

Mr. Margolis, a co-founder of Marcam, has served as its Chairman of the
Board since its organization in 1980. Since 1996, Mr. Margolis has been an
employee of Longworth Management Company, Inc., which provides consulting
services. Mr. Margolis served as Marcam's President and Chief Executive Officer
from 1980 until January 1996. Mr. Margolis is a director of Dendrite
International, Inc.

112
<PAGE>

Mr. Campbell, a co-founder of Marcam, has served as a director since its
organization in 1980. Mr. Campbell also served as its Executive Vice President
from 1980 until April 26, 1996.

Mr. Grabe has been a director of Marcam since October 1995. Mr. Grabe has
been a managing member of General Atlantic Partners, LLC since 1992. From 1990
to 1992, Mr. Grabe was a corporate vice president with IBM. Mr. Grabe is also a
director of Compuware Corporation, Gartner Group, Inc., Centura Software
Corporation, Baan Company N.V. and Coda, Plc.

Mr. Hickok has been a director of Marcam Corporation since 1983. Mr.
Hickok retired in 1983 from KPMG Main Hurdman, Certified Public Accountants,
where he was Chairman from 1981. Mr. Hickok was President of KMG, the
international firm of Main Hurdman, from 1981 to 1983. Mr. Hickok is also a
director of Marsh & McLennan Companies, Inc., Comstock Resources, Inc., Alpine
Lace Brands, Inc. and Projectavisions, Inc.

Pursuant to Marcam Solutions' Certificate of Incorporation, Marcam
Solutions' Board of Directors is divided into three classes. Each director is
elected for a three-year term of office, with one class of directors being
elected at each annual meeting of stockholders. Each director holds office
until his successor is elected and qualified or until his earlier death,
resignation or removal. Messrs. Grabe and Hickok will serve in Class I whose
term expires in 1998; Messrs. Campbell and Margolis will serve in Class II
whose term expires in 1999; and Mr. Quinlan will serve in Class III whose term
expires in 2000.

Executive Compensation

In fiscal 1996, the executive officers of Marcam Solutions will not have
been paid any compensation by Marcam Solutions. Rather, such persons will have
been paid compensation by Marcam. The following table sets forth the
compensation received from Marcam by the person expected to be the Chief
Executive Officer of Marcam Solutions and the other three most highly
compensated persons expected to become executive officers of Marcam Solutions
after the Distribution (the "Named Executive Officers"). No other person
expected to become an executive officer of Marcam Solutions who held office
during fiscal 1996 met the definition of "highly compensated" within the
meaning of the Commission's executive compensation disclosure rules.

Summary Compensation Table

<TABLE>
<CAPTION>
Long-Term
Compensation
Awards/
Securities
Annual Underlying
Compensation(1) Options All Other
Name and Principal Position Year Salary($) Bonus($)(2) (#)(3)(4) Compensation($)(5)
- --------------------------------- ------ ----------- ------------- -------------- -------------------
<S> <C> <C> <C> <C> <C>
Michael J. Quinlan(6) 1996 $175,385 $40,000 250,000 $ 84
President and Chief
Executive Officer

George A. Chamberlain 3d(7) 1996 $240,000 $20,000 120,000 $2,459
Chief Financial Officer and Vice
President of Finance

Thomas D. Ebling(8) 1996 $178,740 $23,500 -- $2,640
Senior Vice President,
Development and Support

Sharon R. Clark(9) 1996 $ 24,615 $ 0 40,000 $ 16
Vice President, Marketing
and Communications

</TABLE>

- ------------
(1) Excludes perquisites the aggregate annual amount of which for each officer
was less than the lesser of $50,000 or 10% of the total compensation
reported as salary and bonus.

(2) Includes bonus payments earned by the Named Executive Officers in the year
indicated for services rendered in such year which were paid in the next
subsequent year.

(3) Marcam did not grant any restricted stock awards or stock appreciation
rights ("SARs") or make any long-term incentive plan payouts to the Named
Executive Officers during the fiscal years ended September 30, 1996, 1995
or 1994.

(4) All options are incentive stock options unless otherwise noted.

113
<PAGE>

(6) Mr. Quinlan joined Marcam in January 1996 as its President and Chief
Executive Officer. The 250,000 options granted during fiscal 1996 were
granted on January 1, 1996 upon the commencement of his employment.

(7) Mr. Chamberlain joined Marcam in September 1994 as its Chief Financial
Officer. Mr. Chamberlain was granted 120,000 non-qualified stock options
on September 8, 1994.

(8) Mr. Ebling served as an executive officer of Marcam until September 1996.
Mr. Ebling is currently Senior Vice President, Protean Development of
Marcam.

(9) Ms. Clark joined Marcam in August 1996 as its Vice President, Corporate
Marketing. Ms. Clark was granted 40,000 options on July 26, 1996, 20,000
options on January 9, 1997 and 15,000 options on March 14, 1997.

Option Grants in Last Fiscal Year

<TABLE>
<CAPTION>
Percent of
Total Potential Realizable Value at
Number of Options Assumed Annual Rates of Stock
Securities Granted to Exercise Price Appreciation for Option
Underlying Employees or Base Term(2)
Options in Fiscal Price Expiration -----------------------------
Name Granted(#) Year(1) (S/SH) Date 5%($) 10%($)
- ---------------------------- ------------ ------------ --------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Quinlan(3) ... 250,000 39% $ 15.25 1/1/06 $2,397,661 $6,076,143
George A. Chamberlain 3d 0 -- -- -- -- --
Thomas D. Ebling ......... 0 -- -- -- -- --
Sharon R. Clark(4) ...... 40,000 6% 10.875 7/26/06 273,569 693,278

</TABLE>

- ------------
(1) Options to purchase a total of 647,704 shares of Marcam Common Stock were
granted to employees in fiscal 1996 under Marcam's 1987 and 1994 Stock
Plan.

(2) Amounts reported in this column represent hypothetical amounts that may be
realized upon exercise of the options immediately prior to the expiration
of their term assuming the specified compounded rates of appreciation of
Marcam's Common Stock over the term of the options. These numbers are
calculated based on rules promulgated by the Securities and Exchange
Commission and do not reflect future stock price growth. Actual gains, if
any, on stock option exercises and stock holdings are dependent on the
timing of such exercise and the future performance of the MAPICS and
Marcam Solutions Common Stock. See "The Distribution
Proposal--Relationship Between MAPICS and Marcam Solutions After the
Distribution-Distribution Agreement."

(3) The indicated options were granted on January 1, 1996 and become
exercisable at the rate of 20% per annum.

(4) The indicated options were granted on July 26, 1996 and become exercisable
at the rate of 20% per annum. Since September 30, 1996, Ms. Clark has been
granted 35,000 options.

Option Exercises and Fiscal Year-End Values

The following table sets forth information with respect to options to
purchase Marcam's Common Stock granted under the 1987 and 1994 Stock Plans, as
amended, to the Named Executive Officers of Marcam Solutions, including (i) the
number of shares of Common Stock received upon exercise of options in the
fiscal year ended September 30, 1996, (ii) the net value realized upon such
exercise, (iii) the number of unexercised options held as September 30, 1996,
and (iv) the aggregate dollar value of unexercised options held at September
30, 1996.

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<PAGE>

Aggregated Option Exercises in the Last Fiscal Year and Fiscal Year-End Option
Values

<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised In-The-
Unexercised Options Money Options At
at September 30, 1996(#) September 30, 1996($)(1)
Shares Acquired Value ------------------------------- ----------------------------
Name On Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
- --------------------------- ----------------- ------------- ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Quinlan ...... 0 -- 0 250,000 0 0
George A. Chamberlain 3d 0 -- 48,000 72,000 $42,000 $63,000
Thomas D. Ebling ......... 0 -- 28,634 87,158 $25,000 $12,500
Sharon R. Clark ......... 0 -- 0 40,000 0 35,000

</TABLE>

After the Distribution, Marcam Solutions intends to maintain base salary
levels for its executive officers commensurate with the current salary levels
maintained by Marcam. In addition, Marcam Solutions expects to implement
incentive compensation and stock option arrangements substantially similar to
those currently maintained by Marcam.

See "The Distribution Proposal--Relationship Between MAPICS and Marcam
Solutions After the Distribution," for a description of the effects of the
Distribution on the options to purchase Marcam's Common Stock.

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<PAGE>

PRINCIPAL STOCKHOLDERS OF MARCAM SOLUTIONS

The following table sets forth certain information regarding beneficial
ownership of Marcam Solutions' voting securities after giving effect to the
Distribution (i) by each person who, to the knowledge of Marcam Solutions,
beneficially owns more than 5% of any class of Marcam Solutions' voting
securities, (ii) by each person who is expected to become a director of Marcam
Solutions immediately following the Distribution, (iii) by each person who is
expected to become an executive officer of Marcam Solutions immediately
following the Distribution, and (iv) by all persons who are expected to become
directors and executive officers of Marcam Solutions immediately following the
Distribution as a group.

<TABLE>
<CAPTION>
Shares Percent of
Name and Address Beneficially Owned(1) Total Shares
- ----------------------------------------------------------------------- ----------------------- -------------
<S> <C> <C>
General Atlantic Partners, LLC(2) .................................... 2,000,000 25.4%
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, CT 06830
Clover Capital Management, Inc.(3) .................................... 1,314,312 17.8%
11 Tobey Village Office Park
Pittsford, NY 14534
Pioneer Management Corporation(4) .................................... 570,000 7.7%
60 State Street
Boston, MA 02109
Michael J. Quinlan(5) ................................................ 25,350 *
George A. Chamberlain 3d(6) .......................................... 24,000 *
Thomas D. Ebling(7) ................................................ 32,521 *
Sharon R. Clark(8) ................................................... 5,500 *
John Campbell(9) ...................................................... 101,403 1.4%
William O. Grabe(10) ................................................ 2,000,000 25.4%
Richard S. Hickok(11) ................................................ 20,498 *
Paul A. Margolis(12) ................................................ 246,519 3.3%
All executive officers and directors as a group (8 Persons)(13) ...... 2,455,791 31.3%

</TABLE>

- ------------
*less than 1%

(1) The persons and entities named in the table have sole voting and
investment power with respect to all shares shown as beneficially owned by
them, except as noted below. Information is as of April 30, 1997, unless
otherwise indicated.
(2) Includes warrants to purchase 431,595 and 68,405 shares of Marcam
Solutions Common Stock to be issued in connection with the Distribution to
General Atlantic Partners 32, L.P. ("GAP 32") and GAP Coinvestment
Partners, L.P. ("GAP Coinvestment"), respectively. See "The Distribution
Proposal--Relation Between MAPICS and Marcam Solutions After the
Distribution--Distribution Agreement" and "Description of Marcam Solutions
Capital Stock--Warrants." GAP Coinvestment, GAP 32 and General Atlantic,
LLC ("GAP LLC"), the sole general partner of GAP 32 (the "GA Entities"),
own beneficially 2,000,000 shares of Common Stock of Marcam Solutions. Mr.
Grabe, William E. Ford, Steven A. Denning, David C. Hodgson, Stephen P.
Reynolds and J. Michael Cline (the "GA Members") are the managing members
of GAP LLC, which is the sole general partner of GAP 32, and are the same
persons who have voting and investment control over securities held by GAP
Coinvestment. The GA Members disclaim beneficial ownership of such shares,
except to the extent of each member's proportionate pecuniary interest
therein.
(3) According to Amendment No. 3 to Schedule 13G dated February 11, 1997.
Clover Capital Management, Inc., a registered investment adviser for
various accounts, has shared voting and investment power with respect to
1,314,312 shares.
(4) According to Amendment No. 1 to Schedule 13G dated January 21, 1997. Of
the 570,000 shares beneficially owned by Pioneer Management Corporation,
it has sole voting power with respect to 570,000 shares, shared investment
power with respect to 566,000 shares and sole investment power with
respect to 4,000 shares.
(5) Consists of 350 shares held by Mr. Quinlan's wife and 25,000 shares
issuable upon the exercise of outstanding stock options exercisable
currently or within 60 days.
(6) Consists of 24,000 shares issuable upon the exercise of outstanding stock
options exercisable currently or within 60 days.
(7) Includes 4,500 shares held by Mr. Ebling's wife and 1,800 shares held by a
trust for the benefit of his minor children; Mr. Ebling disclaims
beneficial ownership of all such shares. Also includes 17,896 shares
issuable upon the exercise of outstanding stock options exercisable
currently or within 60 days.
(8) Consists of 5,500 shares issuable upon the exercise of outstanding stock
options exercisable currently or within 60 days.
(9) Includes 50,000 shares held by Mr. Campbell's wife and 2,000 shares
issuable upon the exercise of outstanding stock options exercisable
currently or within 60 days.
(10) Consists of 2,000,000 shares of Marcam Solutions Common Stock beneficially
owned by the GA Entities. See note 2, above.
(11) Includes 3,250 shares held by Mr. Hickok's wife; Mr. Hickok disclaims
beneficial ownership of all such shares. Also includes 5,300 shares
issuable upon the exercise of outstanding stock options exercisable
currently or within 60 days.
(12) Includes 22,222 shares held in trust and 8,993 shares issuable upon the
exercise of outstanding stock options exercisable currently or within 60
days.
(13) Includes 88,689 shares which the executive officers and directors as a
group have the right to acquire upon the exercise of outstanding stock
options exercisable currently or within 60 days granted under Marcam's
stock plans. In addition, includes 9,550 shares held by family members of
officers or directors, as to which shares the applicable officer or
director disclaims beneficial ownership.

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<PAGE>

DESCRIPTION OF MARCAM SOLUTIONS CAPITAL STOCK

Marcam Solutions' authorized capital stock presently consists of
30,000,000 shares of common stock, $.01 par value (the "Marcam Solutions Common
Stock") and 5,000,000 shares of preferred stock, par value $.01 per share (the
"Marcam Solutions Preferred Stock"). There is one share of Marcam Solutions
Common Stock issued and outstanding, which is owned by Marcam. Based on the
number of shares of Marcam Common Stock and Marcam Preferred Stock outstanding
on the Meeting Record Date, approximately 7,392,505 shares of Marcam Solutions
Common Stock will be issued and outstanding immediately after the Distribution.
No shares of Marcam Solutions Preferred Stock will be issued in connection with
the Distribution. All of the shares of Marcam Solutions Common Stock issued in
the Distribution will be validly issued, fully paid and non-assessable.

Common Stock

Holders of Marcam Solutions Common Stock will be entitled to one vote for
each share on all matters voted on by Marcam Solutions stockholders, including
the election of directors and, except as otherwise required by law or provided
in any resolution adopted by the Marcam Solutions Board of Directors with
respect to any series of Marcam Solutions Preferred Stock, will exclusively
possess all voting power. The holders of the Marcam Solutions Common Stock will
not have any cumulative voting, conversion, redemption or preemptive rights.
Subject to any preferential rights of any outstanding series of Marcam
Solutions Preferred Stock designated by the Marcam Solutions Board from time to
time, the holders of Marcam Solutions Common Stock will be entitled to receive
dividends when, as and if declared by the Marcam Solutions Board out of funds
legally available therefor. Upon the liquidation, dissolution or winding up of
Marcam Solutions, holders of Marcam Solutions Common Stock share ratably in the
assets of Marcam Solutions available for distribution to its stockholders,
subject to the preferential rights of any then outstanding Marcam Solutions
Preferred Stock.

Preferred Stock

The Marcam Solutions Board is authorized, without further stockholder
approval, to issue from time to time, up to 5,000,000 shares of Marcam
Solutions Preferred Stock in one or more series. Each such series of Preferred
Stock shall have such number of shares, designations, preferences, voting
powers, qualifications and special or relative rights or privileges as shall be
determined by the Marcam Solutions Board. The issuance of Marcam Solutions
Preferred Stock, while providing desirable flexibility in connection with
possible acquisitions and other corporate purposes, could have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from acquiring, a majority of the outstanding voting stock of
Marcam Solutions. Marcam Solutions has no present plans to issue any shares of
Marcam Solutions Preferred Stock. In connection with the Shareholder Rights
Plan adopted by Marcam Solutions, the Certificate of Incorporation of Marcam
Solutions provides for the issuance of 30,000 shares of Marcam Solutions
Preferred Stock designated Series A Junior Participating Preferred Stock, par
value $.01 per share (the "Marcam Solutions Junior Preferred Stock"). For
information regarding the Series A Junior Participating Preferred Stock, see
"Marcam Solutions Rights Plan."

Warrants

On July 19, 1996, in connection with the issuance and sale of Convertible
Preferred Stock of Marcam, Marcam issued and sold warrants to purchase an
aggregate of 1,000,000 shares of its Common Stock, for an aggregate purchase
price of $500,000 (the "GA Warrants"). The GA Warrants are exercisable at any
time through July 23, 2003 at an exercise price of $15.36 per share.

See "The Distribution Proposal--Warrants," for a description of the
effects of the Distribution on the GA Warrants.

Delaware Law and Certain Charter Provisions

In February 1988, a law regulating corporate takeovers (the "Anti-Takeover
Law") took effect in Delaware. In certain circumstances, the Anti-Takeover Law
prevents certain Delaware corporations, including those whose securities are
listed on the Nasdaq National Market, from engaging in a "business combination"
(which includes a merger or sale of more than 10% of the corporation's assets)
with any "interested stockholder" (a stockholder who owns 15% or more of the
corporation's outstanding voting stock) for three years following the date on
which

117
<PAGE>

such stockholder became an "interested stockholder" subject to certain
exceptions, unless the transaction is approved by the board of directors and
the holders of at least 662/3% of the outstanding voting stock of the
corporation (excluding shares held by the interested stockholder). The
statutory ban does not apply if, upon consummation of the transaction in which
any person becomes an interested stockholder, the "interested stockholder" owns
at least 85% of the outstanding voting stock of the corporation (excluding
shares held by persons who are both directors and officers or by certain
employee stock plans). A Delaware corporation may "opt out" of the
Anti-Takeover Law with an express provision either in its original certificate
of incorporation or in its certificate of incorporation or by-laws resulting
from a stockholders' amendment approved by at least a majority of the
outstanding voting shares. Marcam Solutions is a Delaware corporation that is
subject to the Anti-Takeover Law and has not "opted out" of its provisions.

In addition to the directors' ability to issue shares of Marcam Solutions
Preferred Stock in one or more series, the Certificate of Incorporation and
By-Laws of Marcam Solutions contain several other provisions that are commonly
considered to have an anti-takeover effect. Marcam Solutions' Certificate of
Incorporation includes a provision classifying the Marcam Solutions Board into
three classes with staggered three-year terms, a provision prohibiting
stockholder action by written consent except as otherwise provided by law and a
provision requiring 80% stockholder approval for certain actions taken with
respect to the Certificate of Incorporation. Under the Certificate of
Incorporation and By-Laws of Marcam Solutions, the directors may enlarge the
size of the Marcam Solutions Board and fill any vacancies on the Board. The
Marcam Solutions' By-Laws also provide that special meetings of the stockholders
of Marcam Solutions may be called only by the Chairman of the Board (if any),
the President or a majority of the Marcam Solutions Board or by the Secretary on
the written application of stockholders who hold at least 40% of the voting
power of all of the then outstanding shares of capital stock of Marcam
Solutions.

Marcam Solutions' Certificate of Incorporation also include provisions to
(i) eliminate the personal liability of Marcam Solutions' directors for
monetary damages resulting from breaches of their fiduciary duty to the extent
permitted by the Delaware General Corporate Law and (ii) indemnify Marcam
Solutions' directors and officers to the fullest extent permitted by Delaware
law, including under circumstances in which indemnification is otherwise
discretionary. Also, Marcam Solutions' will enter into indemnity agreements
with each of its directors and certain executive officers. Those agreements
will require Marcam Solutions to indemnify such individuals to the fullest
extent permitted by Delaware law.

The foregoing provisions of Delaware law and Marcam Solutions' Certificate
of Incorporation and By-Laws could have the effect of discouraging others from
attempting hostile takeovers of Marcam Solutions. Such provisions may also have
the effect of preventing changes in the management of Marcam Solutions. It is
possible that such provisions could make it more difficult to accomplish
transactions which stockholders may otherwise deem to be in their best
interests.

Rights Plan

The Marcam Solutions Board has adopted a Shareholder Rights Plan and will
cause to be issued with each share of Marcam Solutions Common Stock issued to
Marcam's stockholders in the Distribution one preferred stock purchase right (a
"Marcam Solutions Right"). Each Marcam Solutions Right entitles the holder to
purchase from Marcam Solutions a unit consisting of one one-thousandth of a
share of Marcam Solutions Series A Junior Participating Preferred Stock, par
value $.01 per share (the "Junior Preferred Shares"), of Marcam Solutions at a
price of $25.00 per unit, subject to adjustment (the "Purchase Price"). The
Marcam Solutions Rights is exercisable only if (i) a person or group other than
an Exempt Person (as defined below) acquires beneficial ownership of 20% or
more of the outstanding Marcam Solutions Common Stock (an "Acquiring Person"),
(ii) a person or group announces a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by such person
or group of 20% or more of the outstanding Marcam Solutions Common Stock or
(iii) a person owning 10% or more of the Marcam Solutions Common Stock whose
ownership is determined by the Marcam Solutions Board to be reasonably likely
to cause a material adverse impact on the business or prospects of Marcam
Solutions or to pressure Marcam Solutions to take action to benefit such person
as opposed to Marcam Solutions

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<PAGE>

is declared by the Marcam Solutions Board to be an adverse person (an "Adverse
Person"). Until a Marcam Solutions Right is exercised, the holder thereof has
no rights as a stockholder of Marcam Solutions. General Atlantic Partners and
its affiliates are each deemed "Exempt Persons."

In the event that (i) any person or group acquires 20% or more of the
outstanding Marcam Solutions Common Stock, except pursuant to a tender or
exchange offer for all shares at a price that a majority of the continuing
directors determines to be fair, (ii) a person owning 10% or more of the Marcam
Solutions Common Stock is determined by the Marcam Solutions Board to be an
Adverse Person, (iii) a person owning 20% or more of the outstanding Marcam
Solutions Common Stock engages in a merger with Marcam Solutions in which
Marcam Solutions survives and the Marcam Solutions Common Stock remains
outstanding and unchanged, or (iv) while there is an Acquiring Person, such
person engages in certain self-dealing transactions or an event occurs which
results in such person's stock holdings increasing by more than 1%, each holder
of a Marcam Solutions Right, other than Marcam Solutions Rights beneficially
owned by the Acquiring Person or the Adverse Person, thereafter has the right
to receive upon exercise that number of shares of Marcam Solutions Common Stock
having a market value of two (2) times the Purchase Price, and in the event
that, while there is an Acquiring Person, Marcam Solutions is acquired in a
business combination transaction in which it does not survive or 50% or more of
its assets are sold, each holder of a Marcam Solutions Right thereafter has the
right to receive upon exercise that number of shares of common stock of the
acquiring company which at the time of the transaction will have a market value
of two (2) times the Purchase Price. The events set forth in this paragraph are
referred to as "Section 11(a)(ii) Events."

At any time after the occurrence of a Section 11(a)(ii) Event, the Marcam
Solutions Board may cause the Marcam Solutions Rights (other than Marcam
Solutions Rights owned by such person or group) to be exchanged, in whole or in
part, for Marcam Solutions Common Stock at an exchange rate of one (1) share of
Marcam Solutions Common Stock per Marcam Solutions Right.

The Marcam Solutions Board is generally entitled to redeem the Marcam
Solutions Rights in whole at a price of $.01 per Marcam Solutions Right, until
the tenth day following a public announcement that a 20% stock position has
been acquired and in certain other circumstances.

The Marcam Solutions Rights have a certain anti-takeover effects, in that
they will cause substantial dilution to a person or group that attempts to
acquire a significant interest in Marcam Solutions on terms not approved by the
Marcam Solutions Board.

Transfer Agent

The transfer agent and registrar for the Marcam Solutions Common Stock is
Boston EquiServe LP.

MARCAM SOLUTIONS DIVIDEND POLICY

Marcam Solutions has never paid any cash dividends on its Common Stock.
Upon the completion of the Distribution, Marcam Solutions currently intends to
retain future earnings to fund future development and growth and the operation
of its business, and therefore does not anticipate paying any cash dividends in
the foreseeable future. Any future determination to pay cash dividends will be
at the discretion of the Marcam Solutions Board and will be dependent upon
Marcam Solutions' results of operations, financial condition, capital
requirements and such other factors as the Marcam Solutions Board deems
relevant.

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<PAGE>

OTHER MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING

Approval of Proposed Change of Corporate Name

At a meeting on April 28, 1997, the Board of Marcam voted unanimously to
recommend to its stockholders that Marcam amend its Restated Articles of
Organization to change its corporate name from "Marcam Corporation" to "MAPICS,
Inc." (the "Name Change Amendment"). The Name Change Amendment is proposed in
connection with the proposed spin-off of the portion of Marcam's business
relating to its PRISM, Protean and Avantis product lines. Following the
spin-off, Marcam will continue to conduct the portion of its business relating
to the MAPICS product line.

The Board of Marcam has proposed that Marcam change its name from "Marcam
Corporation" to "MAPICS, Inc." in connection with the spin-off. The proposed
name change to MAPICS, Inc. will create a stronger association between Marcam
and the MAPICS product lines in the minds of the investment community,
potential customers and others. As a result, the Board of Marcam believes that
this name change is appropriate in connection with the Distribution and the
intentional separation of the MAPICS product line, to be retained by Marcam,
from the PRISM, Protean and Avantis product lines, to be transferred to Marcam
Solutions.

If the proposed Name Change Amendment is authorized by the stockholders of
Marcam the change will become effective when articles of amendment are filed
with the Secretary of the Commonwealth of Massachusetts, which would be
expected to occur at or prior to the Distribution. Stock certificates of
Marcam's Common Stock may be retained by the stockholders of Marcam and need
not be exchanged for certificates containing Marcam's new name.

Approval of the Name Change Amendment will require the affirmative vote of
at least a majority of the combined voting power of the outstanding shares of
all classes and series of Marcam's capital stock, voting together as a single
class. The Board unanimously recommends a vote FOR the approval of the proposal
to amend Marcam's Restated Articles of Organization to change the corporate
name from "Marcam Corporation" to "MAPICS, Inc."

Approval of Proposed Increase in Number of Authorized Shares
of Marcam Common Stock

At a meeting on April 28, 1997, the Board of Marcam voted unanimously to
recommend to its stockholders that Marcam amend its Restated Articles of
Organization to increase the number of authorized shares of Marcam Common
Stock, par value $.01 per share, from 30,000,000 shares to 50,000,000 shares
(the "Common Stock Amendment"). Shares of Marcam Common Stock, including the
additional shares proposed for authorization, do not have preemptive or similar
rights.

If the Common Stock Amendment is approved and after giving effect to
shares of Marcam's Common Stock (i) subject to outstanding options granted
under Marcam's stock plans, (ii) reserved for future issuance under Marcam's
stock plans, and (iii) underlying outstanding warrants and convertible
preferred stock of Marcam, the Board of Directors of Marcam will have the
authority to issue 29,163,086 (as of May 9, 1997) shares of Marcam Common Stock
without further stockholder approval. The Board of Marcam believes that the
increase in the number of authorized shares of Marcam Common Stock is in the
best interests of Marcam and its stockholders. The Board of Marcam believes
that the authorized number of shares of Marcam Common Stock should be increased
to provide sufficient shares for such corporate purposes as may be determined
by the Board of Directors of Marcam to be necessary or desirable, which may
include, without limitation, facilitating broader ownership of Marcam's Common
Stock by effecting a stock split or issuing a stock dividend, raising capital
or acquiring property through the sale of stock, or attracting or retaining
valuable employees by the issuance of stock options. Marcam at present has no
commitments, agreements or undertakings obligating it to issue any such
additional shares; however, the Board of Marcam considers the authorization of
additional shares of Marcam Common Stock advisable to ensure the prompt
availability of shares for issuance should the occasion arise.

Under Massachusetts law, the Board of Directors of Marcam generally may
issue authorized but unissued shares of Marcam Common Stock without stockholder
approval. The Board of Marcam does not currently intend to seek stockholder
approval prior to any future issuance of additional shares of Marcam Common
Stock, unless stockholder action is required in a specific case by applicable
law, the rules of any exchange or market on which Marcam's securities may then
be listed, or the articles of organization or by-laws of Marcam then in effect.

120
<PAGE>

Frequently, opportunities arise that require prompt action and Marcam believes
that the delay necessitated for stockholder approval of a specific issuance
could be to the detriment of Marcam and its stockholders.

The additional shares of Marcam Common Stock authorized for issuance
pursuant to the Common Stock Amendment will have all of the rights and
privileges which the presently outstanding shares of Marcam Common Stock
possess; the increase in authorized shares would not affect the terms, or
rights of holders, of existing shares of Marcam Common Stock. All outstanding
shares of Marcam Common Stock would continue to have one vote per share on all
matters to be voted on by the stockholders, including the election of
directors.

The authorized but unissued shares of Marcam Common Stock could be used to
make more difficult a change in control of Marcam. For example, such shares
could be sold to purchasers who might side with the Board of Marcam in opposing
a takeover bid that the Board determines not to be in the best interests of
Marcam and its stockholders. Such a sale could have the effect of discouraging
an attempt by another person or entity, through the acquisition of a
substantial number of shares of Marcam Common Stock, to acquire control of
Marcam, since the issuance of new shares could be used to dilute the stock
ownership of such person or entity. Marcam is not aware, however, of any
pending or threatened efforts to obtain control of Marcam, and the Board of
Marcam has no current intention to use the additional shares of Marcam Common
Stock to impede a takeover attempt.

Approval of the Common Stock Amendment to increase the number of
authorized shares of Marcam Common Stock will require the affirmative vote of
at least a majority of the combined voting power of the outstanding shares of
all classes and series of Marcam's capital stock, voting together as a single
class. The Board of Directors recommends a vote FOR the approval of the Common
Stock Amendment to increase the number of authorized shares of Marcam Common
Stock from 30,000,000 shares to 50,000,000 shares.

STOCKHOLDER PROPOSALS

Proposals of Marcam stockholders intended for inclusion in the proxy
statement to be furnished to all Marcam stockholders entitled to vote at
Marcam's next annual meeting of stockholders must be received at Marcam's
principal executive offices not later than September 10, 1997. In order to
curtail controversy as to the date on which a proposal was received by Marcam,
it is suggested that proponents submit their proposals by Certified Mail-Return
Receipt Requested.

EXPENSES AND SOLICITATION

The cost of solicitation of proxies will be borne by Marcam, and in
addition to soliciting stockholders of Marcam by mail, the directors, officers
and regular employees of Marcam may, without receiving additional compensation,
solicit proxies personally or by telephone. Solicitation by directors, officers
and regular employees of Marcam may also be made of some stockholders of Marcam
in person or by mail, telephone or telegraph following the original
solicitation. Marcam may request banks, brokers and other custodians, nominees
and fiduciaries to forward proxy soliciting materials to the owners of stock of
Marcam held in their names and, if so, will reimburse such banks, brokers and
other custodians, nominees and fiduciaries for their reasonable out-of-pocket
costs incurred in connection with the distribution of such proxy materials.
Marcam also expects to retain an independent proxy solicitation firm to assist
in the solicitation of proxies. Marcam expects to pay such firm a fee, plus
reimbursement of reasonable costs and expenses.

LEGAL MATTERS

The validity of the shares of Marcam Solutions Common Stock to be
distributed hereby will be passed upon for Marcam Solutions by Testa, Hurwitz &
Thibeault, LLP, Boston, Massachusetts.

EXPERTS

The combined balance sheets of MAPICS, Inc. as of September 30, 1996 and
1995 and the related combined statements of operations, divisional equity, and
cash flows for each of the three years in the period ended September 30, 1996,
included in this Proxy Statement/Prospectus, have been included in reliance on
the report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.

121
<PAGE>

The consolidated financial statements of Marcam Corporation as of
September 30, 1996 and 1995 and for each of the two years in the period ended
September 30, 1996, included in this Proxy Statement/Prospectus and in Marcam's
Annual Report on Form 10-K for the year ended September 30, 1996 and referred
to below, have been audited by Coopers & Lybrand L.L.P., independent
accountants, as set forth in their reports dated October 24, 1996, accompanying
such financial statements, and have been included and are incorporated herein
by reference in reliance upon the reports of such firm, which reports are given
upon their authority as experts in accounting and auditing.

The consolidated financial statements of Marcam Corporation for the year
ended September 30, 1994, have been included in this Proxy Statement/Prospectus
and incorporated by reference herein in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed by Marcam with the Securities and Exchange
Commission (the "Commission") pursuant to the Exchange Act are incorporated in
this Proxy Statement/Prospectus by reference as of their respective dates (File
No. 0-18674): (1) Annual Report on Form 10-K for the fiscal year ended
September 30, 1996, including portions of Marcam's Proxy Statement dated
January 8, 1997 for its Annual Meeting of Stockholders held on February 12,
1997 set forth under the captions "Election of Directors," "The Board of
Directors and its Committees," "Executive Compensation," "Securities Ownership
of Certain Beneficial Owners and Management" and "Certain Relationships and
Related Transactions"; (2) Quarterly Reports on Form 10-Q for the fiscal
periods ended December 31, 1996 and March 31, 1997; (3) Current Reports on Form
8-K dated December 3, 1996 and May 9, 1997; (4) the section entitled
"Description of Securities to be Registered" contained in Marcam Corporation's
Registration Statement on Form 8-A filed with the Commission on December 5,
1996; and (5) the section entitled "Description of Securities to be Registered"
contained in Marcam's Registration Statement on Form 8-A filed on June 29,
1990, as amended on Form 8 as filed with the Commission on August 13, 1990.

All documents subsequently filed by Marcam pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Proxy
Statement/Prospectus and prior to completion of the Distribution shall be
deemed to be incorporated by reference in this Proxy Statement/Prospectus from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Proxy Statement/Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which is also deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Proxy Statement/Prospectus.

Marcam will provide without charge to each person to whom a Proxy
Statement/Prospectus is delivered, on the written or oral request of such
person, a copy of any or all of the documents described above (other than
exhibits to such documents). Requests for such copies should be directed to
George A. Chamberlain, 3d, Chief Financial Officer, Marcam Corporation, 95
Wells Avenue, Newton, Massachusetts 02159 (telephone: 617-965-0220).

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<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
-----
<S> <C>
MARCAM CORPORATION (a)
Reports of Independent Accountants ...................................................... F-2
Consolidated Balance Sheets as of September 30, 1995 and 1996 ........................... F-4
Consolidated Statements of Operations for the years ended September 30, 1994, 1995 and
1996 .................................................................................. F-5
Consolidated Statements of Stockholders' Equity for the years ended September 30, 1994,
1995 and 1996 ........................................................................ F-6
Consolidated Statements of Cash Flows for the years ended September 30, 1994, 1995 and
1996 .................................................................................. F-7
Notes to Consolidated Financial Statements ............................................. F-8
Supplemental Financial Information (unaudited) .......................................... F-22
Consolidated Balance Sheets as of September 30, 1996 and March 31, 1997 (unaudited) ... F-23
Consolidated Statements of Operations for the three months and six months ended March 31,
1996 and 1997 (unaudited) ............................................................ F-24
Consolidated Statements of Cash Flows for the six months ended March 31, 1996 and 1997
(unaudited) ........................................................................... F-25
Notes to Consolidated Financial Statements (unaudited) ................................. F-26

MAPICS, INC.
Report of Independent Accountants ...................................................... F-28
Combined Balance Sheets as of September 30, 1995 and 1996 and March 31, 1997 (unaudited).. F-29
Combined Statements of Operations for the years ended September 30, 1994, 1995 and 1996
and for the six months ended March 31, 1996 and 1997 (unaudited) ...................... F-30
Combined Statements of Divisional Equity for the years ended September 30, 1994, 1995 and
1996 and for the six months ended March 31, 1997 (unaudited) ........................ F-31
Combined Statements of Cash Flows the years ended September 30, 1994, 1995 and 1996 and
for the six months ended March 31, 1996 and 1997 (unaudited) ......................... F-32
Notes to Combined Financial Statements ................................................ F-33

</TABLE>

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

(a) Upon the Distribution, these consolidated financial statements of Marcam
Corporation will become the historical consolidated financial statements
of Marcam Solutions, Inc.

F-1
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Marcam Corporation:

We have audited the accompanying consolidated balance sheets of Marcam
Corporation as of September 30, 1996 and 1995, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
two years in the period ended September 30, 1996. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Marcam
Corporation as of September 30, 1996 and 1995, and the consolidated results of
its operations and its cash flows for each of the two years in the period ended
September 30, 1996, in conformity with generally accepted accounting
principles.

COOPERS & LYBRAND L.L.P.

Boston, Massachusetts
October 24, 1996

F-2
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of Marcam Corporation:

We have audited the accompanying consolidated statements of operations,
stockholders' equity, and cash flows of Marcam Corporation and subsidiaries for
the year ended September 30, 1994. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and the cash flows
of Marcam Corporation and subsidiaries for the year ended September 30, 1994,
in conformity with generally accepted accounting principles.

KPMG PEAT MARWICK LLP

Boston, Massachusetts
October 20, 1994

F-3
<PAGE>

MARCAM CORPORATION (a)

Consolidated Balance Sheets
(In thousands, except per share data)

<TABLE>
<CAPTION>
September 30,
-------------------------
1995 1996
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents (Note 2) ........................... $ 27,312 $ 21,817
Short-term investments (Note 2) .............................. 2,019 --
Accounts receivable, net of allowances of $3,005 in 1995 and
$2,472 in 1996 (Note 3) ....................................... 60,327 50,602
Prepaid expenses and other current assets ..................... 4,834 6,132
-------- --------
Total current assets ....................................... 94,492 78,551
-------- --------
Property and equipment, net (Notes 2 and 4) .................. 10,127 10,954
Computer software costs, net (Note 2) ........................ 30,183 31,292
MAPICS intangible costs, net (Notes 2 and 13) .................. 5,965 5,325
Other assets ................................................... 6,085 6,080
-------- --------
Total assets ............................................. $146,852 $132,202
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................................. $ 11,077 $ 13,496
Accrued expenses and other current liabilities (Note 5) ...... 44,542 41,272
Deferred revenue ............................................. 38,228 39,235
-------- --------
Total current liabilities ................................. 93,847 94,003
-------- --------
Long-term debt (Note 6) ....................................... 25,209 25,764
Deferred income taxes (Note 7) ................................. 1,150 761
-------- --------
Total liabilities .......................................... 120,206 120,528
-------- --------
Commitments and contingencies (Note 8)
Stockholders' equity (Notes 6 and 9):
Preferred stock, $1.00 par value; 1,000 shares authorized
Series D Convertible Preferred Stock, 225 shares issued and
outstanding at September 30, 1995 and 1996 (liquidation
preference of $22,500) ....................................... 225 225
Series E Convertible Preferred Stock, 100 shares issued and
outstanding at September 30, 1996 (liquidation preference
of $10,000) ................................................ -- 100
Common stock, $.01 par value; 30,000 shares authorized at
September 30, 1995 and 1996; 11,271 and 11,431 shares issued
and outstanding at September 30, 1995 and 1996 ............... 113 114
Additional paid-in capital .................................... 65,672 76,602
Accumulated deficit .......................................... (36,469) (62,795)
Unamortized deferred compensation ........................... (1,100) (585)
Cumulative translation adjustment ........................... (1,795) (1,987)
-------- --------
Total stockholders' equity ................................. 26,646 11,674
-------- --------
Total liabilities and stockholders' equity ............... $146,852 $132,202
======== ========

</TABLE>

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

(a) Upon the Distribution, these consolidated financial statements of Marcam
Corporation will become the historical consolidated financial statements
of Marcam Solutions, Inc.

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

F-4

<PAGE>

MARCAM CORPORATION (a)

Consolidated Statements of Operations
(In thousands, except per share data)

<TABLE>
<CAPTION>
Year Ended September 30,
------------------------------------------
1994 1995 1996
<S> <C> <C> <C>
Revenues:
License .......................................... $ 92,974 $ 105,232 $ 93,137
Services .......................................... 79,902 97,100 108,287
-------- --------- ---------
Total revenues ................................. 172,876 202,332 201,424
-------- --------- ---------
Operating expenses:
Cost of license revenues ........................... 13,700 18,657 16,669
Cost of services revenues ........................ 50,583 62,904 69,493
Selling and marketing (Note 3) ..................... 81,463 87,074 82,790
Product development .............................. 19,655 25,930 27,680
General and administrative ........................ 7,870 8,382 9,987
Restructuring charges (Note 5) ..................... -- 28,756 10,600
-------- --------- ---------
Total operating expenses ........................ 173,271 231,703 217,219
-------- --------- ---------
Operating loss .................................... (395) (29,371) (15,795)
Litigation settlement (Note 8) ..................... -- -- (3,250)
Interest and other income ........................... 443 711 1,443
Interest and other expense ........................ (1,804) (3,063) (4,138)
-------- --------- ---------
Loss before income tax expense (benefit) ............ (1,756) (31,723) (21,740)
Income tax expense (benefit) (Note 7) ............... (738) 2,634 4,586
-------- --------- ---------
Net loss .......................................... $ (1,018) $ (34,357) $ (26,326)
======== ========= =========
Net loss per share ................................. $ (0.09) $ (3.05) $ (2.31)
======== ========= =========
Weighted average number of shares outstanding ...... 11,027 11,268 11,384
======== ========= =========

</TABLE>

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

(a) Upon the Distribution, these consolidated financial statements of Marcam
Corporation will become the historical consolidated financial statements
of Marcam Solutions, Inc.

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

F-5
<PAGE>

MARCAM CORPORATION (a)

Consolidated Statements of Stockholders' Equity
(In thousands)

<TABLE>
<CAPTION>
Series D and E
Convertible Additional
Preferred Stock Common Stock Paid-in
Shares Par Value Shares Par Value Capital
-------- ----------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Balance at September 30, 1993 10,894 $109 $38,726
Exercise of stock options,
including tax benefit of non-
qualifying dispositions 16 -- 60
Sale of common stock under the
Employee Stock Purchase Plan 99 1 971
Issuance of warrants with
subordinated debt (Note 9) -- -- 1,300
Stock grants issued and
compensation expense (Note 9) 110 1 986
Effect of foreign currency
translation -- -- --
Net loss -- -- --
------ ----- -------
Balance at September 30, 1994 11,119 111 42,043
------ ----- -------
Sale of convertible preferred stock
(Note 9) 225 $225 -- -- 22,275
Exercise of stock options -- -- 11 -- 108
Sale of common stock under the
Employee Stock Purchase Plan -- -- 101 1 788
Stock grants issued and
compensation expense (Note 9) -- -- 40 1 458
Effect of foreign currency
translation -- -- -- -- --
Net loss -- -- -- -- --
---- ----- ------ ----- -------
Balance at September 30, 1995 225 225 11,271 113 65,672
---- ----- ------ ----- -------
Sale of convertible preferred stock
(Note 9) 100 100 -- -- 9,400
Issuance of warrants with
preferred stock (Note 9) -- -- -- -- 500
Exercise of stock options -- -- 113 1 566
Sale of common stock under the
Employee Stock Purchase Plan -- -- 86 -- 791
Stock grants canceled and
compensation expense (Note 9) -- -- (39) -- (327)
Effect of foreign currency
translation -- -- -- -- --
Net loss -- -- -- -- --
---- ----- ------ ----- -------
Balance at September 30, 1996 325 $325 11,431 $114 $76,602
==== ===== ====== ===== =======

<CAPTION>
Unamortized Cumulative Total
Accumulated Deferred Translation Stockholders'
Deficit Compensation Adjustment Equity
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Balance at September 30, 1993 $ (1,094) $ (40) $ (740) $ 36,961
Exercise of stock options,
including tax benefit of non-
qualifying dispositions -- -- -- 60
Sale of common stock under the
Employee Stock Purchase Plan -- -- -- 972
Issuance of warrants with
subordinated debt (Note 9) -- -- -- 1,300
Stock grants issued and
compensation expense (Note 9) -- (836) -- 151
Effect of foreign currency
translation -- -- (300) (300)
Net loss (1,018) -- -- (1,018)
--------- ------- -------- --------
Balance at September 30, 1994 (2,112) (876) (1,040) 38,126
--------- ------- -------- --------
Sale of convertible preferred stock
(Note 9) -- -- -- 22,500
Exercise of stock options -- -- -- 108
Sale of common stock under the
Employee Stock Purchase Plan -- -- 789
Stock grants issued and
compensation expense (Note 9) -- (224) -- 235
Effect of foreign currency
translation -- -- (755) (755)
Net loss (34,357) -- -- (34,357)
--------- ------- -------- --------
Balance at September 30, 1995 (36,469) (1,100) (1,795) 26,646
--------- ------- -------- --------
Sale of convertible preferred stock
(Note 9) -- -- -- 9,500
Issuance of warrants with
preferred stock (Note 9) -- -- -- 500
Exercise of stock options -- -- -- 567
Sale of common stock under the
Employee Stock Purchase Plan -- -- -- 791
Stock grants canceled and
compensation expense (Note 9) -- 515 -- 188
Effect of foreign currency
translation -- -- (192) (192)
Net loss (26,326) -- -- (26,326)
--------- ------- -------- --------
Balance at September 30, 1996 $ (62,795) $ (585) $ (1,987) $ 11,674
========= ======= ======== ========

</TABLE>

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

(a) Upon the Distribution, these consolidated financial statements of Marcam
Corporation will become the historical consolidated financial statements
of Marcam Solutions, Inc.

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

F-6
<PAGE>

MARCAM CORPORATION (a)

Consolidated Statements of Cash Flows
(In thousands)

<TABLE>
<CAPTION>
Year Ended September 30,
---------------------------------------
1994 1995 1996
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss ...................................................... $ (1,018) $ (34,357) $(26,326)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization ................................. 9,292 12,743 15,877
Provision for restructuring charges, non-cash portion ......... -- 20,680 3,730
Provision for bad debts ....................................... 4,512 1,449 3,828
Deferred income taxes ....................................... (2,815) (1,128) (459)
Changes in operating assets and liabilities, net of effects
of acquisitions and divestitures:
Accounts receivable .......................................... (13,046) (9,957) 1,779
Prepaid expenses and other assets ........................... (997) (3,506) (2,648)
Accounts payable ............................................. 3,572 (5,969) 2,748
Accrued expenses and other current liabilities ............... 4,951 30,866 (148)
Deferred revenue ............................................. 6,977 7,435 2,220
-------- --------- ---------
Net cash provided by operating activities .................. 11,428 18,256 601
-------- --------- ---------
Cash flows from investing activities:
Purchases of property and equipment ........................... (2,977) (3,946) (6,114)
Additions to computer software costs ........................... (16,750) (15,210) (12,233)
Payments for MAPICS intangible costs ........................... 259 -- --
Purchases of short-term investments ........................... -- (2,019) (6,909)
Proceeds from the sale of short-term investments ............... -- -- 8,928
Payments for acquisitions, net of cash acquired ............... (491) (1,282) --
Proceeds from sale of subsidiary, net of cash divested ......... -- -- (461)
Payments for other assets .................................... (102) -- --
-------- --------- ---------
Net cash used for investing activities ..................... (20,061) (22,457) (16,789)
-------- --------- ---------
Cash flows from financing activities:
Proceeds from issuance of convertible preferred stock ......... -- 22,500 9,500
Proceeds from issuance of warrants ........................... -- -- 500
Proceeds from issuance of Subordinated Notes .................. 25,000 -- --
Principal borrowings on debt ................................. 2,911 5,305 --
Principal payments on debt and capital lease obligations ...... (13,753) (7,719) (379)
Common stock issued under Employee Stock
Purchase Plan ................................................ 972 789 791
Proceeds from stock option exercises ........................... 60 108 567
Repayment of notes receivable from shareholders ............... -- 14 --
-------- --------- ---------
Net cash provided by financing activities ..................... 15,190 20,997 10,979
-------- --------- ---------
Effect of exchange rate changes on cash and cash
equivalents ................................................... (314) 53 (286)
-------- --------- ---------
Net increase (decrease) in cash and cash
equivalents ................................................ 6,243 16,849 (5,495)
Cash and cash equivalents at beginning of year ............... 4,220 10,463 27,312
-------- --------- ---------
Cash and cash equivalents at end of year ..................... $ 10,463 $ 27,312 $ 21,817
======== ========= =========
</TABLE>

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

(a) Upon the Distribution, these consolidated financial statements of Marcam
Corporation will become the historical consolidated financial statements
of Marcam Solutions, Inc.

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

F-7
<PAGE>

MARCAM CORPORATION
Notes to Consolidated Financial Statements

(1) NATURE OF BUSINESS

Marcam Corporation and subsidiaries (the "Company") is a leading worldwide
provider of enterprise application software and services for manufacturing
companies. The Company also provides product support, implementation
consulting, education, and programming services to its customers. The Company's
products offer comprehensive business planning and control solutions to
customers' production, logistics, asset management and financial requirements.
The Company's primary geographic markets include North America, Europe, Latin
America, Asia Pacific, Africa and the Middle East.

(2) SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

The consolidated financial statements include all subsidiaries, and
significant intercompany balances and transactions have been eliminated.
Certain amounts in the prior year financial statements have been reclassified
to conform with the current year presentation.

(b) Use of Estimates by Management

The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions. These estimates and assumptions affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. The most significant
estimates included in these financial statements are the valuation of
capitalized software, intangible assets, accounts receivable and deferred tax
assets. Actual results may differ from estimates.

The Company recognizes revenues from the sale of its software licenses
upon the signing of license agreements, delivery of the software and
determination that collection of the related receivable is probable. Under the
terms of the Company's license agreements, the customer is responsible for
installation and training. At the time the Company recognizes revenues from the
sale of software licenses, no significant vendor obligations remain, and the
costs of insignificant support obligations are accrued.

The Company recognizes revenues from license renewals (which typically
include some customer support obligation) and post-contract customer support
agreements as services revenues ratably over the terms of the agreements.
Revenues from consulting and custom programming services are recognized as
services are performed. Related expenses are included in cost of services
revenues.

Revenues from sales through third party representatives are included in
revenues, and related commissions are included in selling and marketing
expenses.

(d) Cash and Short-Term Investments

Cash equivalents consist of highly liquid investments with maturities of
three months or less from the date of purchase. Investments with maturities
greater than three months and less than twelve months are considered to be
short-term investments. Cash equivalents and short-term investments consist
primarily of commercial paper, municipal bonds, time deposits and money market
investments.

The Company classifies all securities that mature in less than one year as
"held to maturity" securities. At September 30, 1995, held to maturity
securities consisted of municipal bonds recorded at an amortized cost of
$2,019,000, which approximated fair value. At September 30, 1996, the Company
held no securities.

(e) Concentrations of Credit Risk

Financial instruments which potentially expose the Company to
concentrations of credit risk consist primarily of trade accounts receivable.
The Company provides credit, in the normal course of business, to various types
and

F-8
<PAGE>

MARCAM CORPORATION
Notes to Consolidated Financial Statements -- (Continued)

sizes of manufacturers located throughout the world. Management does not
believe significant credit risk exists at September 30, 1996.

(f) Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated
using the straight-line method based upon the following estimated useful lives:

<TABLE>
<S> <C>
Furniture and fixtures ...... 5 to 7 years
Computer equipment ......... 3 to 5 years
Leasehold improvements ...... Shorter of lease or useful life of asset

</TABLE>

(g) Computer Software Costs

The Company charges all costs of establishing technological feasibility of
computer software products to product development expense as they are incurred.
Thereafter, computer software costs are capitalized and reported at the lower of
unamortized cost or net realizable value. Computer software costs include
in-house software development costs and the costs incurred to translate software
into various foreign languages. Amortization of computer software costs
commences upon general release of the product to customers and is computed on a
product-by-product basis using the greater of the amount determined using (a)
the ratio that current period gross revenues bear to the total of current and
anticipated future gross revenues or (b) the straight-line method over the
estimated economic life of the product. Amortization and related write-offs are
charged to cost of license revenues. Capitalized software is subject to rapid
technological obsolescence and, as a result, amortization periods could
ultimately shorten to reflect the change in future technology.

Computer software costs capitalized during 1996, 1995 and 1994 amounted to
approximately $12,233,000, $15,210,000 and $16,750,000, respectively.
Amortization of computer software costs during those periods was approximately
$9,034,000, $8,453,000 and $5,461,000, respectively, including the write-down
of certain costs in 1994 of $1,429,000. Additionally, in 1996, capitalized
software and translation costs with a net book value of $2,090,000 were written
off as part of the 1996 restructuring charges described in Note 5. In fiscal
1995, capitalized software and translation costs with a net book value of
$18,253,000 were written-off as part of the 1995 restructuring charge described
in Note 5, and computer software valued at $9,391,000 was recorded in
connection with the acquisition of Mapics, Inc., as described in Note 13.
Accumulated amortization at September 30, 1996 and 1995 totaled $23,581,000 and
$18,540,000, respectively.

(h) MAPICS Intangible Costs

The MAPICS intangible costs represent intangibles that are being amortized
to cost of license revenues using the straight-line method over the estimated
lives of the intangibles, ranging from 5 to 15 years, as described in Note 13.

MAPICS intangible costs are shown net of accumulated amortization of
$2,707,000 and $2,067,000 as of September 30, 1996 and 1995, respectively.

(i) Goodwill

The excess of the cost of businesses acquired over the fair market value
of net assets acquired is being amortized to expense on a straight-line basis
over eight years.

(j) Intangible Assets

The Company evaluates the net realizable value of capitalized software and
other intangibles on a quarterly basis using undiscounted cash flows. The
Company's review of intangible assets includes an analysis of past operating
results, business plans and budgets related to recoverability of the specific
assets.

(k) Foreign Currency Translation

The functional currency for each of the Company's foreign operations is
generally its local currency. Assets and liabilities of foreign subsidiaries
are translated into U.S. dollars at year-end rates of exchange. Revenues and
expenses are translated into U.S. dollars at the average rates for the periods.
The resultant translation adjustments are reflected as a separate component of
stockholders' equity on the consolidated balance sheets.

F-9
<PAGE>

MARCAM CORPORATION
Notes to Consolidated Financial Statements -- (Continued)

(l) Income Taxes

The Company accounts for income taxes using the asset and liability
method, pursuant to which deferred income taxes are recognized for the tax
consequences of differences between the financial statement carrying amounts
and the tax bases of existing assets and liabilities. The effect on deferred
income taxes of a change in tax rates is recognized in the period that includes
the enactment date.

The Company does not provide for U.S. income taxes on the undistributed
earnings of foreign subsidiaries which the Company considers to be permanent
investments.

(m) Net Income (Loss) Per Share

Net income per share is computed based upon the weighted average number of
common and common equivalent shares outstanding during the period. Common
equivalent shares are included in the per share calculations where the effect
of their inclusion would have been dilutive. Net loss per share is based upon
the weighted average number of common shares outstanding during the period.
Common equivalent shares result from the assumed exercise of outstanding stock
options, warrants and convertible preferred stock, the proceeds of which are
then assumed to have been used to repurchase outstanding common stock using the
treasury stock method.

(n) New Accounting Pronouncement

In October 1995, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation ("FAS 123"), was issued which will
require the Company to elect either expense recognition under FAS 123 or its
disclosure-only alternative for stock-based employee compensation. The expense
recognition provision encouraged by FAS 123 would require fair-value based
financial accounting to recognize compensation expense for employee stock
compensation plans. The Company has determined that it will elect the
disclosure-only alternative. The Company will be required to disclose the pro
forma net income (loss) and pro forma income (loss) per share in the notes to
the financial statements using the fair-value based method beginning in fiscal
1997 with comparable disclosures for fiscal 1996. The Company has not
determined the impact of these pro forma adjustments to its net income (loss)
or income (loss) per share.

(3) ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company provides reserves for customer receivable balances which are
considered potentially uncollectible. The Company's allowance for doubtful
accounts amounted to $2,472,000, $3,005,000 and $2,930,000 at September 30,
1996, 1995 and 1994, respectively. The provision charged to bad debt expense,
which is generally included in selling and marketing expenses, was $3,828,000,
$1,449,000 and $4,512,000 for fiscal 1996, 1995 and 1994, respectively, and
write-offs against the allowance were $4,361,000, $1,374,000 and $2,213,000 for
fiscal 1996, 1995 and 1994, respectively.

F-10
<PAGE>

MARCAM CORPORATION
Notes to Consolidated Financial Statements -- (Continued)

(4) PROPERTY AND EQUIPMENT

Property and equipment consist of:

<TABLE>
<CAPTION>
September 30,
--------------------------
1995 1996
(In thousands)
<S> <C> <C>
Furniture and fixtures ........................ $ 3,664 $ 3,198
Computer equipment .............................. 18,111 23,523
Leasehold improvements ........................ 2,240 2,033
-------- --------
24,015 28,754
Accumulated depreciation and amortization ...... (13,888) (17,800)
-------- --------
$ 10,127 $ 10,954
======== ========

</TABLE>

The carrying value of assets under capital leases included in the above
was $973,000 at September 30, 1996, which was net of accumulated amortization
of $415,000. There were no capital leases for property or equipment at
September 30, 1995.

(5) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of:

<TABLE>
<CAPTION>
September 30,
--------------------
1995 1996
(In thousands)
<S> <C> <C>
Accrued commissions and royalties ......... $14,509 $13,938
Accrued payroll and related expenses ...... 6,208 7,376
Accrued restructuring cost ............... 6,196 4,577
Accrued taxes .............................. 1,969 5,894
Other .................................... 15,660 9,487
-------- --------
$44,542 $41,272
======== ========

</TABLE>

In the third and fourth quarters of 1996, the Company recorded
restructuring charges of $8,300,000 and $2,300,000, respectively. These charges
resulted from the Company's completion of a review of its operating expenses
and overall operations. As a result, the Company divested its MXP product line
and committed to the restructuring of global operations. Approximately
$6,870,000 of the total 1996 restructuring charges has resulted in or is
expected to result in cash expenditures. At September 30, 1996, $3,982,000
related to these charges remained in accrued liabilities. Management believes
that this remaining balance will be adequate to cover future expenditures
associated with the 1996 restructuring actions and expects that the
restructuring actions will be completed by the end of fiscal 1997.

Included in the 1996 restructuring charges is $5,500,000 associated with
the Company's decision to divest itself of the MXP product line, represented by
its Foresight Software, Inc. subsidiary. This charge represents the net loss
incurred in connection with the disposition of the stock of Foresight Software,
Inc. in a sale effective as of June 30, 1996, as well as additional costs of
divestiture. The Company received a promissory note in the amount of $2,775,000
from Foresight Software, Inc. and may be entitled to future royalties. The
Company will recognize the proceeds from the note and any future royalties as
cash payments are received, due to the uncertainty of collection. The results
of operations for fiscal 1996 and 1995 and the net assets divested were
immaterial to the Company's consolidated results of operations and financial
position.

The remaining $5,100,000 of the 1996 restructuring charges related to the
conversion of certain direct sales operations in the Asia Pacific region and in
Latin America to affiliate distribution channels and a headcount reduction in
Europe and North America. Of this amount, $570,000 related to the cost of
customer commitments, $1,990,000

F-11
<PAGE>

MARCAM CORPORATION
Notes to Consolidated Financial Statements -- (Continued)

related to employee severance payments for approximately ninety employees,
$1,370,000 related to lease cancellations and other costs, and $1,170,000
related to the write-off of certain related fixed assets and intangible assets.

In September 1995, the Company recorded a restructuring charge of
$28,756,000 related to the cessation of development of the PRISM Client/Server
product line, the write-off of intangible assets, staffing reductions, the
consolidation of certain facilities and reorganization of the MXP product
organization. This charge reflected costs of approximately $9,100,000
associated with the decision to discontinue PRISM Client/Server development,
including the cost of customer commitments and the write-off of previously
capitalized software. The charge also reflected costs of $16,300,000 associated
with the write-off of capitalized software and other intangible assets, the
future values of which were impaired by restructuring actions or were not
supported due to changes in business outlook. The charge includes $2,300,000
related to the closure or consolidation of certain European facilities,
including the related write-off of property and equipment, and $1,100,000
related to the headcount reduction of forty employees. Approximately $8,076,000
of the total charge has or is expected to result in cash expenditures. As of
September 30, 1996, approximately $595,000 related to this charge remained in
accrued liabilities. Management believes that this remaining balance will be
adequate to cover future expenditures associated with the 1995 restructuring
actions and expects that the restructuring actions will be completed by the end
of fiscal 1997.

(6) LONG-TERM DEBT AND CREDIT ARRANGEMENTS

Long-term debt consists of the following:

<TABLE>
<CAPTION>
September 30,
--------------------
1995 1996
(In thousands)
<S> <C> <C>
9.82% unsecured Subordinated Notes due April 30, 2001, interest
only payments of $1,227,500 due semi-annually on April 30 and
October 31 of each year until maturity ..................... $25,000 $25,000
Capital leases and other ....................................... 209 1,156
-------- --------
25,209 26,156
Less current maturities ....................................... -- 392
-------- --------
Long-term debt ................................................ $25,209 $25,764
======== ========

</TABLE>

In May 1994, the Company issued to institutional investors $25,000,000 of
9.82% unsecured Subordinated Notes due April 30, 2001 and warrants to purchase
383,333 shares of the Company's common stock. See Note 9. The terms of the
subordinated debt contain financial covenants which, among other things,
require the maintenance of certain financial ratios, limit the Company's
ability to incur additional debt and preclude the payment of dividends.

In July 1996, the Company renewed its existing revolving credit facility
of $7,500,000, with borrowing availability equal to 80% of qualifying accounts
receivable. In December 1996, the borrowing availability under this credit
facility was increased to $12,000,000. Borrowings under this facility bear
interest at a designated prime rate plus 1% per annum. This credit facility
expires on August 31, 1997. The Company's obligations under this credit
facility are secured by liens on substantially all of the Company's assets.
Additionally, this credit facility contains covenants which, among other
things, impose certain limitations or prohibitions on the Company with respect
to additional indebtedness, liens and capital leases; the payment of dividends
on, and the redemption or repurchase of, capital stock of the Company;
investments and acquisitions; the merger or consolidation of the Company with
any person or entity and the disposition of any of the Company's property or
assets. At September 30, 1996 and 1995, the Company had no borrowings
outstanding under this credit facility.

F-12
<PAGE>

MARCAM CORPORATION
Notes to Consolidated Financial Statements -- (Continued)

(7) INCOME TAXES

The components of the provision for (benefit from) income taxes are as
follows:

<TABLE>
<CAPTION>
Year Ended September 30,
1994 1995 1996
----------- --------- ---------
(In thousands)
<S> <C> <C> <C>
Federal:
Current ...... $ -- $ -- $ --
Deferred ...... (2,800) (390) --
------- ------ ------
Total ......... (2,800) (390) --
------- ------ ------
State:
Current ...... -- -- --
Deferred ...... (418) -- --
------- ------ ------
Total ......... (418) -- --
------- ------ ------
Foreign:
Current ...... 350 3,344 4,975
Deferred ...... 2,130 (320) (389)
------- ------ ------
Total ......... 2,480 3,024 4,586
------- ------ ------
Total: $ (738) $2,634 $4,586
======= ====== ======

</TABLE>

The components of income from domestic and foreign operations before
provision for (benefit from) income taxes are as follows:

<TABLE>
<CAPTION>
1994 1995 1996
----------- ----------- -------------
(In thousands)
<S> <C> <C> <C>
Domestic ...... $ (10,204) $ (31,173) $ (25,593)
Foreign ...... 8,448 (550) 3,853
--------- --------- ---------
Total ......... $ (1,756) $ (31,723) $ (21,740)
========= ========= =========

</TABLE>

The Company's effective income tax rates of 21.1%, 8.3% and (42.0%) for
the years ended September 30, 1996, 1995 and 1994, respectively, differ from
the expected income taxes for those years calculated by applying the Federal
statutory rate of 34% to income (loss) before income taxes as follows:

<TABLE>
<CAPTION>
Year Ended September 30,
1994 1995 1996
-------- ----------- ---------
(In thousands)
<S> <C> <C> <C>
Expected tax (benefit) ..................... $(597) $(10,786) $(7,392)
Losses not benefited ..................... -- 9,078 8,503
Research and experimentation credits ...... (400) -- --
State taxes, net ........................... (276) -- --
Tax effect of foreign activities ......... 393 4,131 3,272
Tax effect of Mapics Transaction ......... 137 136 79
Other .................................... 5 75 124
------ --------- --------
$(738) $ 2,634 $ 4,586
====== ========= ========

</TABLE>

F-13
<PAGE>

MARCAM CORPORATION
Notes to Consolidated Financial Statements -- (Continued)

Temporary differences between the financial statement carrying amounts and
tax bases of assets and liabilities that give rise to significant portions of
the net deferred income tax liability at September 30, 1996 and 1995 relate to
the following:

<TABLE>
<CAPTION>
September 30,
1995 1996
------------ -----------
(In thousands)
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforwards ............ $ 8,108 $ 16,879
Foreign, research and experimentation and other
tax credits ................................. 5,366 6,903
Deferred revenue .............................. 4,007 3,572
Restructuring reserves ........................ 2,273 2,946
Other reserves .............................. 3,096 1,046
Intangible assets .............................. 1,483 593
Accrued vacation .............................. 530 358
Other .......................................... 458 1,804
-------- --------
25,321 34,101
Less: Valuation reserve ........................ (20,905) (25,639)
-------- --------
Net deferred tax assets ..................... 4,416 8,462
Deferred tax liabilities:
Capitalized software ........................ (5,093) (8,813)
Other .......................................... (473) (410)
-------- --------
(5,566) (9,223)
-------- --------
Net deferred tax liabilities ............... $ (1,150) $ (761)
======== ========

</TABLE>

In assessing the realizability of deferred assets, management considers
whether it is more likely than not that some or all of the deferred tax assets
will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during periods in which
those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable
income, and other matters in making this assessment. As a result of its
evaluation of these factors, at September 30, 1996, management recorded a
valuation reserve for deferred tax assets of $25,639,000. The increase in 1996
was the result of management's assessment that some portion of the benefits
from the net operating losses incurred and foreign taxes paid by the Company
during the year may not be realized in future periods.

At September 30, 1996, the Company had operating loss carryforwards of
approximately $42,000,000, foreign tax credit carryforwards of approximately
$4,300,000, and research and experimentation credit carryforwards of
approximately $2,600,000, expiring between 1997 and 2011. The current year net
operating loss includes amounts related to stock option exercises, the benefit
of which will be allocated to additional paid-in capital when realized. If
certain substantial changes in the Company's ownership should occur, there
could be an annual limitation on the amount of carryforwards available for
utilization.

A provision has not been made for U.S. or additional foreign taxes on
$13,000,000 of undistributed earnings of foreign subsidiaries that could be
subject to taxation if remitted to the U.S., because the Company plans to keep
these amounts permanently reinvested overseas.

F-14
<PAGE>

MARCAM CORPORATION
Notes to Consolidated Financial Statements -- (Continued)

(8) COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company leases certain equipment and office space under noncancelable
agreements and leases which expire at various dates through 2004. At September
30, 1996, future minimum lease payments under noncancelable operating and
capital leases were as follows:

<TABLE>
<CAPTION>
Operating leases Capital leases
------------------ ---------------
(In thousands)
Year ending September 30:
<S> <C> <C>
1997 ................................................ $ 7,801 $ 425
1998 ................................................ 4,991 419
1999 ................................................ 1,731 199
2000 ................................................ 592 106
2001 ................................................ 528 50
Thereafter .......................................... 1,117 --
-------- -----
Total minimum lease payments ........................ $16,760 1,199
======== =====
less amounts representing interest (annual rates
ranging from 6% to 12%) ........................... (140)
-----
Present value of minimum capital lease obligations 1,059
less current maturities ........................... (392)
-----
Capital lease obligations, less current maturities ... $ 667
=====

</TABLE>

Total rental expense charged to operations was $9,087,000, $13,998,000 and
$8,178,000 for 1996, 1995 and 1994, respectively.

Litigation

On May 20, 1996, the Company entered into a definitive agreement to settle
the shareholder class action litigation brought against the Company and certain
of its former officers. An order of Final Approval and Final Judgment and an
Order of Dismissal has been issued by the Federal District Court in
Massachusetts. The litigation, which was brought in August 1994, alleged
violations of federal securities law. Of the $5,750,000 settlement, the Company
contributed $2,750,000 from its own funds, with the remainder provided by
insurance. The Company recorded a charge of $3,250,000 in the second quarter of
fiscal 1996 to cover the settlement and other expenses incurred in connection
therewith.

The Company is also subject to other legal proceedings and claims which
arise in the normal course of business. While the outcome of these matters
cannot be predicted with certainty, management does not believe the outcome of
any of these other legal matters will have a material adverse effect on the
Company's financial position or results of operations.

(9) STOCKHOLDER'S EQUITY

(a) Preferred Stock

In September 1995, the Company issued and sold 225,000 shares of Series D
Convertible Preferred Stock, par value $1.00 per share, for an aggregate
purchase price of $22,500,000. Each share of Series D Convertible Preferred
Stock is convertible at any time at the option of the holder into 10 shares of
the Company's common stock, subject to adjustment in the event of certain
reorganizations or reclassifications of the Company's capital stock. The
holders of Series D Convertible Preferred Stock are generally entitled to vote
on an as converted basis and are entitled to receive dividends at the same rate
as dividends are paid with respect to common stock. If at

F-15
<PAGE>

MARCAM CORPORATION
Notes to Consolidated Financial Statements -- (Continued)

any time after September 30, 1998, for a period of not less than 30 consecutive
trading days, the market value of the Company's common stock exceeds $40 per
share, the Company may elect that all then outstanding shares of Series D
Convertible Preferred Stock be mandatorily converted into shares of common
stock. Holders of Series D Convertible Preferred Stock are entitled to elect
one Director of the Company. The Company has 2,250,000 shares of common stock
reserved for issuance upon conversion of the Series D Convertible Preferred
Stock.

In July 1996, the Company issued and sold 100,000 shares of Series E
Convertible Preferred Stock, par value $1.00 per share, for an aggregate price
of $9,500,000, and warrants to purchase an aggregate of 1,000,000 shares of the
Company's common stock for an aggregate purchase price of $500,000. See Note
9(d). Each share of Series E Convertible Preferred Stock is convertible at any
time at the option of the holder into 10 shares of the Company's common stock,
subject to adjustment in the event of certain reorganizations or
reclassifications of the Company's capital stock. The holders of Series E
Convertible Preferred Stock are generally entitled to vote on an as converted
basis and are entitled to receive dividends at the same rate as dividends are
paid with respect to common stock. If at any time after July 23, 1999, for a
period of not less than 30 consecutive trading days, the market value of the
Company's common stock exceeds $40 per share, the Company may elect that all
then outstanding shares of Series E Convertible Preferred Stock be mandatorily
converted into shares of common stock. The Company has 1,000,000 shares of
common stock reserved for issuance upon conversion of the Series E Convertible
Preferred Stock.

Upon any event of liquidation or dissolution of the Company, holders of
Series D Convertible Preferred Stock and Series E Convertible Preferred Stock
are entitled to receive, before any distribution is made upon stock ranking
junior to the Series D Convertible Preferred Stock and Series E Convertible
Preferred Stock, the greater of (i) $100 per share plus an amount per share
equal to any dividends declared but unpaid thereon or (ii) such amounts per
share as would have been payable had each such share been converted to common
stock.

(b) Stock Option Plans

The 1987 Stock Plan (the "1987 Plan") provides that the Board of Directors
may grant incentive options to key employees and non-qualified options and
stock awards to officers, employees, and consultants to purchase up to
1,750,000 shares of the Company's common stock. Incentive stock options must be
granted at not less than the fair market value of the common stock at the time
of the grant. Non-qualified options must be granted at not less than the lesser
of the book value per share of common stock as of the end of the fiscal year of
the Company immediately preceding the date of such grant or 50% of the fair
market value of the common stock at the time of the grant. The 1987 Plan
expires on December 31, 1996.

Under the 1987 Plan, an aggregate of 120,000 restricted stock grants to
various individuals were issued; 10,000 and 110,000 were issued in fiscal 1995
and fiscal 1994, respectively. These grants become 50% vested in 41/2 years and
100% vested in 51/2 years. In fiscal 1996, 45,000 of the restricted stock
grants were canceled.

In April 1991, the Board of Directors adopted the 1991 Non-Employee
Director Stock Option Plan (the "Directors Plan"). The Directors Plan, as
amended, provides for the issuance of options to purchase up to 210,000 shares
of common stock only to eligible members of the Company's Board of Directors
who are neither employees nor officers of the Company.

In November 1994, the Board of Directors adopted the 1994 Stock Plan (the
"1994 Plan"). The 1994 Plan, as amended, provides that the Board of Directors
may grant incentive options to key employees and non-qualified options and
stock awards to officers, employees and consultants to purchase up to 2,000,000
shares of the Company's common stock. Incentive stock options must be granted
at not less than the fair market value of the common stock at the time of the
grant. Non-qualified options must be granted at not less than the lesser of the
book value per share of common stock as of the end of the fiscal year of the
Company immediately preceding the date of such grant or 50% of the fair market
value of the common stock at the time of the grant. The 1994 Plan expires on
September 30, 2004.

F-16
<PAGE>

MARCAM CORPORATION
Notes to Consolidated Financial Statements -- (Continued)

Under the 1994 Plan, an aggregate of 6,000 and 30,000 restricted stock
grants were issued to various individuals in fiscal years 1996 and 1995,
respectively. These grants become 50% vested in 41/2 years and 100% vested in
51/2 years.

During 1996 the Board of Directors authorized options to purchase 25,260
shares of the Company's common stock which were granted outside of the three
existing stock option plan.

A summary of stock option transactions follows:

<TABLE>
<CAPTION>
Number of Option
Shares Under Prices Per
Options Share ($)
-------------- ------------
<S> <C> <C>
Balance, September 30, 1993 ...... 1,162,666 .20-29.25
Granted ........................ 517,142 8.75-12.25
Exercised ........................ (15,784) 1.50-12.25
Canceled ........................ (227,943) 10.50-20.50
---------
Balance, September 30, 1994 ...... 1,436,081 .20-29.25
Granted ........................ 577,289 9.00-14.63
Exercised ........................ (11,395) 1.00-12.25
Canceled ........................ (64,040) 9.50-20.50
---------
Balance, September 30, 1995 ...... 1,937,935 .20-29.25
Granted ........................ 739,704 10.88-15.25
Exercised ........................ (112,789) .20-14.75
Canceled ........................ (455,371) 8.75-22.50
---------
Balance, September 30, 1996 ...... 2,109,479 1.00-29.25
=========

</TABLE>

At September 30, 1996, 623,254 options were exercisable under the plans,
and options for 1,463,796 shares were available for grant.

The 1990 Employee Stock Purchase Plan ("1990 Plan") permits each full-time
employee, excluding those owning 5% or more of the Company's stock, to
purchase, at 85% of fair market value, up to 500 shares of common stock for
each six-month period. A total of 600,000 shares of common stock are authorized
for issuance under the 1990 Plan. In fiscal years 1996, 1995 and 1994, 86,440,
100,638 and 99,002 shares were issued, respectively.

(d) Warrants

Warrants issued in connection with the Subordinated Notes described in
Note 6 were valued in May 1994 at $1,300,000 and were recorded as other assets
(long-term) and additional paid-in capital. The asset is being amortized over
the term of the subordinated debt. The warrants may be exercised any time
between June 30, 1994 and April 30, 2001 at $8.92 per share, as adjusted from
time to time. The warrants issued in connection with the Series E Convertible
Preferred Stock were recorded as additional paid-in capital in the amount of
$500,000. The warrants may be exercised anytime between July 23, 1996 and July
23, 2003 at $15.36 per share. No warrants have been exercised as of September
30, 1996.

(e) Stockholder Rights Plan

On December 3, 1996, the Company's Board of Directors adopted a Stockholder
Rights Plan and declared a dividend of (i) one preferred stock purchase right (a
"Right") for each outstanding share of common stock, and (ii) for each
outstanding share of convertible preferred stock, a number of Rights equal to
the number of shares of common stock issuable upon conversion of such
convertible preferred stock, to stockholders of record at the close of business
on December 16, 1996. Each Right entitles holders to purchase one one-thousandth
of a share (a "Unit") of a new series of junior participating preferred stock,
par value $1.00 per share, at an exercise price

F-17
<PAGE>

MARCAM CORPORATION
Notes to Consolidated Financial Statements -- (Continued)

of $60 per Unit, subject to adjustment. The Rights become exercisable for
common stock only under certain circumstances and in the event of particular
events relating to a change in control of the Company. The Rights may be
redeemed by the Company under certain circumstances pursuant to the Plan. The
Rights expire on December 16, 2006 unless earlier redeemed or exchanged. The
Rights have certain anti-takeover effects, in that they would cause substantial
dilution to a person or group that attempts to acquire a significant interest
in the Company on terms not approved by the Board of Directors.

(10) MAJOR CUSTOMERS AND GEOGRAPHIC INFORMATION

The Company had no customers which accounted for 10% or more of total
revenues in 1996, 1995 and 1994.

The Company markets its products worldwide. Revenues are grouped into
three main geographic segments: U.S., Europe and All Other. Financial data by
geographic area is as follows (in thousands):

<TABLE>
<CAPTION>
U.S. Europe All Other Elimination Total
---------- ---------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C>
1994
----
Net sales to unaffiliated customers ...... $109,223 $ 34,035 $ 29,618 $ -- $172,876
Transfers between geographic areas ...... 19,179 -- 4,664 (23,843) --
-------- --------- --------- -------- --------
Total revenues ........................... 128,402 34,035 34,282 (23,843) 172,876
-------- --------- --------- -------- --------
Net income (loss) ........................ 8,017 43 8,452 (17,530) (1,018)
Identifiable assets ..................... 89,957 19,968 19,023 -- 128,948

1995
----
Net sales to unaffiliated customers ...... $113,061 $ 48,102 $ 41,169 $ -- $202,332
Transfers between geographic areas ...... 7,637 -- 6,811 (14,448) --
-------- --------- --------- -------- --------
Total revenues ........................... 120,698 48,102 47,980 (14,448) 202,332
-------- --------- --------- -------- --------
Net income (loss) ........................ (20,133) 1,485 11,128 (26,837) (34,357)
Identifiable assets ..................... 114,082 25,650 7,120 -- 146,852

1996
----
Net sales to unaffiliated customers ...... $119,021 $ 51,990 $ 30,413 $ -- $201,424
Transfers between geographic areas ...... 6,169 -- 6,493 (12,662) --
-------- --------- --------- -------- --------
Total revenues ........................... 125,190 51,990 36,906 (12,662) 201,424
-------- --------- --------- -------- --------
Net income (loss) ........................ (24,662) 7,804 6,016 (15,484) (26,326)
Identifiable assets ..................... 94,135 28,399 9,668 -- 132,202

</TABLE>

F-18
<PAGE>

MARCAM CORPORATION
Notes to Consolidated Financial Statements -- (Continued)

(11) SUPPLEMENTARY CASH FLOW INFORMATION

Cash paid for income taxes and interest and non-cash investing and
financing activities for the years ended September 30, 1994, 1995 and 1996 are
summarized as follows (in thousands):

<TABLE>
<CAPTION>
1994 1995 1996
----------- --------- -------
<S> <C> <C> <C>
Cash paid during the years for:
Income taxes .......................................... $ 966 $ 159 $1,241
Interest ............................................. 283 2,295 2,793
Capital lease obligations incurred ..................... $ -- $ -- $1,388
Increase in MAPICS software and intangible costs ...... $ 2,443 $ 1,184 $ --
Issuance of warrants with subordinated notes ......... $ 1,300 $ -- $ --
Installment purchase of MAPICS product line ............ $ 3,776 $ 4,673 $ --
Assumption of obligation .............................. (3,776) (4,673) --
------- ------- -------
Net cash paid ....................................... $ -- $ -- $ --
======= ======= =======
Acquisitions:
Purchase price ....................................... $ 1,082 $ -- $ --
Assumption of obligations ........................... 591 -- --
------- ------- -------
Net cash paid ....................................... $ 491 $ -- $ --
======= ======= =======

</TABLE>

(12) EMPLOYEE BENEFIT PLAN

In fiscal 1995, the Company began to sponsor for eligible employees a
profit sharing retirement plan (the "Plan") established under the provisions of
Internal Revenue Code Section 401(k). Participants may defer a portion of their
annual compensation on a pre-tax basis. The Company may elect to make matching
contributions based on a percentage of employees' contributions, subject to
limitations as defined in the Plan. Company matching contributions amounted to
$431,000 and $295,000 for the years ended September 30, 1996 and 1995,
respectively.

(13) ACQUISITIONS

Mapics Transaction

On February 26, 1993, the Company entered into a series of transactions
(collectively, the "Mapics Transaction") relating to International Business
Machines Corporation's ("IBM") Manufacturing, Accounting, Production, and
Information Control System ("MAPICS") product line. As part of the Mapics
Transaction, the Company acquired the exclusive worldwide marketing rights to
the MAPICS product line for 25 years. In connection with the acquisition of
these rights, the Company issued 1,615,000 shares of its common stock to IBM
and agreed to pay certain royalties, and to make certain contingent payments in
the future, based upon specified end-user revenues related to the MAPICS
product line. The Company also acquired the option to purchase the MAPICS
product line and certain related intellectual property rights. The Mapics
Transaction was accounted for as an installment purchase of the MAPICS product
line, in-process research and development and certain other related intangible
assets. The value of the common stock issued to IBM (valued by the Company at
$14,940,000) plus transaction costs and the present value of future estimated
net payments to be made by the Company upon exercise of its purchase option,
was allocated, based on an independent valuation report, as follows:

F-19
<PAGE>

MARCAM CORPORATION
Notes to Consolidated Financial Statements -- (Continued)

<TABLE>
<CAPTION>
Useful Lives
(In thousands) Amortization Period
---------------- --------------------
<S> <C> <C>
Installed customer base and affiliation network ...... $ 6,034 15 Years
Trade names and trade marks ........................... 1,712 10 Years
Software technology ................................. 2,667 5 Years
Goodwill ............................................. 286 10 Years
In-process research and development .................. 5,568
--------
$16,267
========

</TABLE>

At the acquisition date, the Company expensed the amount of the purchase
price allocated to in-process research and development and recorded the
intangible assets acquired. The $5,568,000 of expensed in-process research and
development had not reached technological feasibility and had no alternative
future uses at the acquisition date.

In connection with the Mapics Transaction, IBM transferred certain assets
and liabilities related to the MAPICS product line to Mapics, Inc. ("Mapics"),
a Delaware corporation. IBM received 49% of the total voting power and certain
other non-voting securities of Mapics in exchange for such assets. Until
September 29, 1995 when Mapics was acquired by the Company, the Company
recorded a liability for its option to purchase the MAPICS software, which
included the purchase of any additional capitalized and purchased software
developed or acquired by Mapics subsequent to February 26, 1993. The exercise
price for the option was based upon, among other things (i) specified end-user
revenues generated by the Company, (ii) the liquidation preference of certain
classes of capital stock of Mapics, Inc. and (iii) an amount such that the net
worth of Mapics, Inc. was $1.00 (net of certain taxes) after all liquidation
preferences of all Mapics, Inc. preferred stock were paid in full. If the
Company did not exercise the option, the royalty rates payable by the Company
to Mapics, Inc. increased. The Company also provided management and consulting
services to Mapics for a management fee which was based, in part, on the
operating results of Mapics. The Company was obligated under the management
agreement to advance funds to Mapics on a secured basis if Mapics required
funds for operations beyond those it could provide from its own resources.

Pursuant to the management agreement with Mapics, the Company (i) recorded
Mapics' customer license renewal revenues as related party revenues; (ii) paid
royalties to Mapics generally based on license and maintenance revenues
relating to the MAPICS product line; and (iii) received from Mapics management
fees based, in part, on the operating results of Mapics. For financial
reporting purposes, the management fees were not recognized as revenue by the
Company but instead were treated as a reduction of the royalties the Company
paid to Mapics. The net royalties were recorded as product development expense
to the extent Mapics incurred such expenses, and the balance was recorded as
cost of services revenue. The amounts recorded for fiscal 1994 and 1995 are as
follows:

<TABLE>
<CAPTION>
1994 1995
--------- -----------
(In thousands)
<S> <C> <C>
Net payments by Marcam to Mapics:
Royalties ........................ $21,290 $24,682
Management fees ............... (9,288) (9,893)
------- -------
$12,002 $14,789
======= =======
Expenses recorded by Marcam:
Cost of services revenue ...... $ 5,804 $ 5,986
Product development ............ 6,198 8,803
------- -------
$12,002 $14,789
======= =======

</TABLE>

Marcam also incurred expenses in connection with certain management
services provided to Mapics which are not included in the table above.

F-20
<PAGE>

MARCAM CORPORATION
Notes to Consolidated Financial Statements -- (Continued)

Acquisition of Mapics, Inc.

On September 29, 1995, the Company acquired all of the outstanding stock
of Mapics, Inc. This transaction was accounted for using the purchase method of
accounting; accordingly, the purchase price, which was immaterial, was
allocated to assets and liabilities based on their estimated fair values as of
the date of acquisition. Prior to this acquisition, the Company had been
accounting for the Mapics Transaction as an installment purchase of the MAPICS
product line. As such, the Company had recorded MAPICS software and intangibles
in its balance sheet which represented the MAPICS software and intangibles
acquired at February 23, 1993, plus additional capitalized and purchased
software developed or acquired subsequent to February 23, 1993, as well as a
MAPICS software purchase obligation. As part of the accounting for the
acquisition of the outstanding stock of Mapics, Inc., the MAPICS software
($11,204,000) and MAPICS software purchase obligation ($13,026,000) were
eliminated.

(14) RELATED PARTY TRANSACTIONS

The Company has a number of marketing and product development
relationships with IBM. IBM has also purchased licenses for the Company's
product for internal use, as well as for marketing purposes. Marcam has
purchased certain services, equipment and software licenses from IBM.

Under various agreements with the Company and its representatives, IBM
markets Marcam's products in cooperation with Marcam and its subsidiaries or
representatives in several countries. In each case, Marcam or its
representative pays IBM a fee for marketing the Company's products when a sale
is made with IBM's assistance. The fee is calculated as a percentage of the
license fees received by Marcam and varies based on the agreement's specific
territories. The Company paid IBM aggregate fees of $0, $547,000 and $1,800,000
in fiscal years 1996, 1995 and 1994, respectively. The Company's independent
representatives paid IBM additional fees.

The Company also has an agreement with IBM in the United Kingdom under
which Marcam assists IBM in the marketing of IBM products, primarily the AS/400
series of computers and associated products. During fiscal 1996, 1995 and 1994,
the Company received $87,000, $159,000 and $88,000, respectively, in such fees.

IBM also markets and distributes some Marcam products on the Company's
behalf in certain geographies, including Europe, Latin America and Asia
Pacific. In fiscal years 1996, 1995 and 1994, the Company recognized an
aggregate of approximately $604,000, $5,021,000 and $5,675,000, respectively,
relating to sales of the Company's products.

The Company also licenses products and provides services to IBM in the
ordinary course of business. During fiscal years 1996, 1995 and 1994, the
Company recognized an aggregate of approximately $409,000, $185,000 and
$3,500,000, respectively, from licensing products and providing services to
IBM. IBM also sells products and provides services, including distribution and
translation services, to the Company in the ordinary course of business.

The Company's total revenues that were derived from transactions with IBM
were $1,100,000, $5,365,000 and $9,263,000 for fiscal 1996, 1995 and 1994,
respectively.

On September 29, 1995, the Company acquired all of the outstanding stock
of Mapics, Inc. In the acquisition, the Company (1) acquired from IBM all the
outstanding Class B Preferred Shares and Common Shares of Mapics for $1.00; (2)
acquired 4 Class A Preferred Shares and 4 Class C Preferred Shares of Mapics
from Richard C. Cook, the Vice President and General Manager of the Company's
MAPICS Business Group and the President of Mapics, in exchange for the
surrender by the Company to Mr. Cook of a promissory note made by Mr. Cook with
a principal amount of $58,823 and (3) acquired the remaining outstanding Class
A Preferred Shares and Class C Preferred Shares of Mapics from Edison Venture
Fund, L.P. for $1,508,122. As a result of the acquisition, the Company owned
(through Mapics) all right, title and interest in the MAPICS product line.

F-21
<PAGE>

MARCAM CORPORATION
Supplemental Financial Information (unaudited)

The following quarterly information is unaudited and, in the opinion of
management, includes all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the operating results for each
quarter.

The length of the Company's sales cycle, which typically ranges from three to
twelve months, and the timing of major contracts are factors in the variability
in quarterly results.

<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter Year
--------- ----------------- ----------------- ------------------ ------------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
1995:
Revenues ........................ $47,614 $ 49,393 $ 49,670 $ 55,655 $202,332
Operating income (loss) ......... (663) 1,108 (1,945) (27,871)(D) (29,371)
Net income (loss) ............... (905) 346 (2,912) (30,886)(D) (34,357)
Net income (loss) per share ...... (.08) .03 (.26) (2.68)(D) (3.05)
1996:
Revenues ........................ $50,003 $ 47,426 $ 51,184 $ 52,811 $201,424
Operating income (loss) ......... (1,433) (5,882)(A) (8,779)(B) 299(C) (15,795)
Net loss ........................ (2,849) (10,759)(A) (10,582)(B) (2,136)(C) (26,326)
Net loss per share ............... (.25) (.94)(A) (.93)(B) (.19)(C) (2.31)

</TABLE>

(A) Second Quarter 1996 results include a litigation settlement charge of
$3,250, or $.29 per share.

(B) Third Quarter 1996 results include a restructuring charge of $8,300, or
$.73 per share.

(D) Fourth Quarter 1995 results include a restructuring charge of $28,756, or
$2.55 per share.

F-22
<PAGE>

MARCAM CORPORATION (a)

Consolidated Balance Sheets
(In Thousands)
(Unaudited)

<TABLE>
<CAPTION>
September 30, March 31,
1996 1997
--------------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ....................................... $ 21,817 $ 20,047
Accounts receivable, net of allowances of $2,472 at September 30,
1996 and $2,446 at March 31, 1997 .............................. 50,602 47,848
Prepaid expenses and other current assets ........................ 6,132 8,653
-------- --------
Total current assets .......................................... 78,551 76,548
-------- --------
Property and equipment, net ....................................... 10,954 10,257
Computer software costs, net .................................... 31,292 30,787
MAPICS intangible costs, net .................................... 5,325 5,067
Other assets ...................................................... 6,080 2,606
-------- --------
Total assets ................................................... $132,202 $125,265
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ................................................ $ 13,496 $ 10,642
Accrued expenses and other current liabilities .................. 41,272 36,949
Deferred revenue ................................................ 39,235 46,681
-------- --------
Total current liabilities ....................................... 94,003 94,272
-------- --------
Long-term debt ................................................... 25,764 25,473
Deferred income taxes ............................................. 761 824
-------- --------
Total liabilities ............................................. 120,528 120,569
-------- --------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $1.00 par value; 1,000 shares authorized
Series D Convertible Preferred Stock, 225 shares issued and
outstanding (liquidation preference of $22,500) ............... 225 225
Series E Convertible Preferred Stock, 100 shares issued and
outstanding (liquidation preference of $10,000) ............... 100 100
Common stock, $.01 par value; 30,000 shares authorized; 11,431
and 11,497 shares issued and outstanding at September 30, 1996
and March 31, 1997 ............................................. 114 115
Additional paid-in capital ....................................... 76,602 77,268
Accumulated deficit ............................................. (62,795) (71,211)
Unamortized deferred compensation .............................. (585) (345)
Cumulative translation adjustment .............................. (1,987) (1,456)
-------- --------
Total stockholders' equity .................................... 11,674 4,696
-------- --------
Total liabilities and stockholders' equity ..................... $132,202 $125,265
======== ========

</TABLE>

- ------------
(a) Upon the Distribution, these consolidated financial statements of Marcam
Corporation will become the historical consolidated financial statements
of Marcam Solutions, Inc.

See accompanying Notes to Consolidated Financial Statements.

F-23
<PAGE>

MARCAM CORPORATION (a)

Consolidated Statements of Operations
(In Thousands, Except Per Share Data)
(Unaudited)

<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
---------------------------- --------------------------
1996 1997 1996 1997
------------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Revenues:
License .......................................... $ 18,151 $ 17,815 $ 41,408 $ 38,084
Services .......................................... 29,275 25,989 56,021 51,467
--------- -------- --------- --------
Total revenues .................................... 47,426 43,804 97,429 89,551
--------- -------- --------- --------
Operating expenses:
Cost of license revenues ........................... 3,781 3,999 8,386 8,676
Cost of services revenues ........................ 19,441 14,533 36,538 29,118
Selling and marketing .............................. 19,905 18,395 40,773 36,757
Product development .............................. 6,954 8,115 13,627 15,679
General and administrative ........................ 3,227 2,363 5,421 4,316
--------- -------- --------- --------
Total operating expenses ........................ 53,308 47,405 104,745 94,546
--------- -------- --------- --------
Operating loss .................................... (5,882) (3,601) (7,316) (4,995)
Litigation settlement .............................. (3,250) - (3,250) -
Interest and other income ........................... 555 293 935 615
Interest and other expense ........................ (969) (1,013) (1,937) (2,035)
--------- -------- --------- --------
Loss before income tax expense ..................... (9,546) (4,321) (11,568) (6,415)
Income tax expense ................................. 1,213 1,000 2,041 2,001
--------- -------- --------- --------
Net loss .......................................... $ (10,759) $ (5,321) $ (13,609) $ (8,416)
========= ======== ========= ========
Net loss per share ................................. $ (0.94) $ (0.46) $ (1.20) $ (0.73)
========= ======== ========= ========
Weighted average number of shares outstanding ...... 11,407 11,482 11,358 11,459

</TABLE>

- ------------
(a) Upon the Distribution, these consolidated financial statements of Marcam
Corporation will become the historical consolidated financial statements
of Marcam Solutions, Inc.

See accompanying Notes to Consolidated Financial Statements.

F-24
<PAGE>

MARCAM CORPORATION (a)

Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)

<TABLE>
<CAPTION>
Six Months Ended
March 31,
--------------------------
1996 1997
----------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ......................................................... $ (13,609) $ (8,416)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization .................................... 7,671 9,074
Provision for bad debts .......................................... 1,114 1,481
Deferred income taxes .......................................... (378) 63
Changes in operating assets and liabilities:
Accounts receivable ............................................. 275 820
Prepaid expenses and other assets .............................. (2,628) 155
Accounts payable ................................................ (678) (2,677)
Accrued expenses and other current liabilities .................. (2,350) (3,498)
Deferred revenue ................................................ 15,677 8,440
--------- --------
Net cash provided by operating activities ..................... 5,094 5,442
--------- --------
Cash flows from investing activities:
Purchases of property and equipment .............................. (2,599) (2,149)
Additions to computer software costs .............................. (6,577) (5,199)
Purchases of short-term investments .............................. (6,909) --
Proceeds from sale of short-term investments ..................... 1,963 --
--------- --------
Net cash used for investing activities ........................ (14,122) (7,348)
--------- --------
Cash flows from financing activities:
Principal payments on debt and capital lease obligations ......... (249) (263)
Proceeds from stock option exercise .............................. 553 240
Common stock issued under Employee Stock Purchase Plan ............ 369 427
--------- --------
Net cash provided by financing activities ..................... 673 404
Effect of exchange rate changes on cash and cash equivalents ...... (112) (268)
--------- --------
Net decrease in cash and cash equivalents ........................ (8,467) (1,770)
Cash and cash equivalents at beginning of the period ............... 27,312 21,817
--------- --------
Cash and cash equivalents at end of the period ..................... $ 18,845 $ 20,047
========= ========
</TABLE>

- ------------
(a) Upon the Distribution, these consolidated financial statements of Marcam
Corporation will become the historical consolidated financial statements
of Marcam Solutions, Inc.

See accompanying Notes to Consolidated Financial Statements.

F-25
<PAGE>

MARCAM CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)

(1) Basis of Presentation

The accompanying unaudited consolidated financial statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission. As permitted by the rules of the Securities and
Exchange Commission applicable to quarterly reports on Form 10-Q, these notes
are condensed and do not contain all disclosures required by generally accepted
accounting principles. In the opinion of management, these financial statements
contain all adjustments (consisting of only normal, recurring adjustments)
necessary to present fairly the Company's financial position, results of
operations and cash flows as of the dates and for the periods indicated. While
the Company believes that the disclosures presented are adequate to make these
financial statements not misleading, these financial statements should be read
in conjunction with the Company's audited financial statements and related
notes included in the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996.

The results of operations for the three and six months ended March 31,
1997 are not necessarily indicative of the results to be expected for the full
year.

Certain amounts have been reclassified to conform with current period
presentation.

(2) Commitments and Contingencies

The Company is subject to legal proceedings and claims which arise in the
normal course of business. While the outcome of these matters cannot be
predicted with certainty, management does not believe the outcome of any of
these legal matters will have a material adverse effect on the Company's future
financial position or results of operations.

(3) Subsequent Event

On April 28, 1997, the Board of Directors of Marcam Corporation decided to
divide the Company into two separate corporations: one of which will operate
the portion of the business relating to its PRISM, Protean and Avantis product
lines and one of which will operate the portion of the business relating to the
MAPICS product line. The separation into two independent, publicly traded
companies is designed to enable each to better focus on its core markets, to
better serve existing customers and to finance its business. In connection with
the separation, Marcam Corporation will change its name to MAPICS, Inc.
("MAPICS") and will continue the operations relating to the MAPICS product
line.

In connection with the separation, Marcam Corporation will transfer to a
newly formed corporation, Marcam Solutions, Inc. ("Marcam Solutions"),
substantially all of the business, assets and liabilities relating to its
PRISM, Protean and Avantis product lines and will contribute an aggregate of
$39.0 million in cash, up to the total amount of which may initially be
represented by a promissory note (the "Note"). All of the shares of common
stock of Marcam Solutions will be distributed pro rata to the stockholders of
Marcam Corporation (the "Distribution").

The Distribution is conditioned upon, among other things, (i) approval by
the stockholders of Marcam Corporation and (ii) the receipt of a favorable
private letter ruling from the Internal Revenue Service, or, at the option of
the Board, opinions of the Company's special tax counsel and independent
accountants, with respect to the tax-free nature of the Distribution.

F-26
<PAGE>

MARCAM CORPORATION
Notes to Consolidated Financial Statements -- (Continued)
(Unaudited)

The Company currently intends to repay the Note and the Company's
outstanding 9.82% Subordinated Notes due 2001 with an aggregate principal
amount of $25.0 million (the "Subordinated Notes") with the net proceeds from
an underwritten public offering of the common stock of MAPICS (the "Proposed
MAPICS Public Offering") or a debt financing which would be consummated in lieu
of or in combination with the Proposed MAPICS Public Offering. On April 30,
1997, Marcam filed a Registration Statement on Form S-3 with the Commission
relating to the Proposed MAPICS Public Offering. The Company currently expects
the Distribution and Proposed MAPICS Public Offering to be completed during the
fourth fiscal quarter ended September 30, 1997.

Prior to the Distribution, MAPICS and Marcam Solutions intend to enter
into various agreements providing for the separation of the product lines and
governing various ongoing relationships between the two companies, including a
distribution agreement, a general services agreement and a tax sharing
agreement.

F-27
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Marcam Corporation:

We have audited the accompanying combined balance sheets of MAPICS, Inc. as of
September 30, 1996 and 1995 and the related combined statements of operations,
divisional equity, and cash flows for each of the three years in the period
ended September 30, 1996. These financial statements are the responsibility of
MAPICS, Inc.'s management. Our responsibility is to express an opinion on these
financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined financial position of MAPICS, Inc. as of
September 30, 1996 and 1995, and the combined results of its operations and its
cash flows for each of the three years in the period ended September 30, 1996,
in conformity with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

Boston, Massachusetts
April 29, 1997

F-28
<PAGE>

MAPICS, INC.

Combined Balance Sheets
(In thousands)

<TABLE>
<CAPTION>
As of September 30, As of March 31,
--------------------- ----------------
1995 1996 1997
(unaudited)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash ......................................................... $ 226 $ 378 $ 852
Accounts receivable, net of allowances of $1,626 in 1995,
$1,240 in 1996 and $1,466 in 1997 (Note 3) .................. 20,416 20,518 21,141
Prepaid expenses and other current assets ..................... 369 487 1,032
-------- -------- --------
Total current assets ....................................... 21,011 21,383 23,025
Property and equipment, net (Note 4) ........................... 1,755 2,992 2,813
Computer software costs, net (Note 5) ........................ 12,495 15,705 15,741
Other intangible assets, net (Notes 7 and 13) .................. 5,965 5,325 5,067
-------- -------- --------
Total assets ............................................. $41,226 $45,405 $46,646
======== ======== ========
LIABILITIES AND DIVISIONAL EQUITY
Current liabilities:
Accounts payable ............................................. $ 3,659 $ 5,308 $ 4,412
Accrued expenses and other current liabilities (Note 6) ...... 10,673 11,457 11,415
Deferred revenue ............................................. 15,206 18,563 21,197
-------- -------- --------
Total current liabilities ................................. 29,538 35,328 37,024
Deferred income taxes (Note 8) ................................. 196 884 394
-------- -------- --------
Total liabilities .......................................... 29,734 36,212 37,418
Commitments and contingencies (Note 9) ........................ -- -- --
Divisional equity ............................................. 11,492 9,193 9,228
-------- -------- --------
Total liabilities and divisional equity .................. $41,226 $45,405 $46,646
======== ======== ========

</TABLE>

The accompanying notes are an integral part of the combined financial
statements.

F-29
<PAGE>

MAPICS, INC.

Combined Statements of Operations
(In thousands, except per share data)

<TABLE>
<CAPTION>
Six months ended
Years ended September 30, March 31,
--------------------------------- ----------------------------
1994 1995 1996 1996 1997
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Revenues:
License .............................. $33,410 $42,745 $45,341 $20,501 $25,328
Services .............................. 19,373 26,553 32,261 15,343 18,837
-------- -------- -------- -------- --------
Total revenues ..................... 52,783 69,298 77,602 35,844 44,165
-------- -------- -------- -------- --------
Operating expenses:
Cost of license revenues ............ 3,280 5,689 6,913 3,026 4,129
Cost of services revenues ............ 5,428 7,567 9,499 4,573 5,301
Selling and marketing ............... 17,765 24,780 27,851 13,028 14,834
Product development .................. 6,692 7,432 6,398 3,122 4,969
General and administrative ............ 4,810 5,384 5,965 2,212 4,360
-------- -------- -------- -------- --------
Total operating expenses ............ 37,975 50,852 56,626 25,961 33,593
-------- -------- -------- -------- --------
Income before income tax expense ...... 14,808 18,446 20,976 9,883 10,572
Income tax expense ..................... 4,641 7,112 8,076 3,805 4,071
-------- -------- -------- -------- --------
Net income ........................... $10,167 $11,334 $12,900 $ 6,078 $ 6,501
======== ======== ======== ======== ========
Pro forma net income per common
share (Note 2) (unaudited) ............ $ 0.75 $ 0.36
======== ========
Pro forma weighted average number of
common and common equivalent
shares outstanding (Note 2)
(unaudited) ........................... 17,185 17,991
======== ========

</TABLE>

The accompanying notes are an integral part of the combined financial
statements.

F-30
<PAGE>

MAPICS, INC.

Combined Statements of Divisional Equity
(In thousands)

<TABLE>
<CAPTION>
Six months
ended
Years ended September 30, March 31,
------------------------------------------ ------------
1994 1995 1996 1997
(unaudited)
<S> <C> <C> <C> <C>
Balance, beginning of period ............... $ 21,271 $ 17,091 $ 11,492 $ 9,193
Net income .............................. 10,167 11,334 12,900 6,501
Net transfers to Marcam Corporation ...... (14,347) (16,933) (15,199) (6,466)
-------- -------- -------- -------
Balance, end of period ..................... $ 17,091 $ 11,492 $ 9,193 $ 9,228
======== ======== ======== =======

</TABLE>

The accompanying notes are an integral part of the combined financial
statements.

F-31
<PAGE>

MAPICS, INC.

Combined Statements of Cash Flows
(In thousands)

<TABLE>
<CAPTION>
Six months
ended
Years ended September 30, March 31,
-------------------------------------- --------------------------
1994 1995 1996 1996 1997
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income ....................................... $ 10,167 $ 11,334 $ 12,900 $ 6,078 $ 6,501
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation .................................... 545 709 954 375 660
Amortization .................................... 2,353 3,248 3,788 1,936 2,328
Provision for bad debts ........................ 6 939 399 73 611
Deferred income taxes ........................... 1,110 737 688 323 (490)
Changes in operating assets and liabilities, net
of effects of acquisition:
Accounts receivable ........................... (788) (5,302) (501) 4,447 (1,234)
Prepaid expenses and other assets ............... (418) 239 (118) (69) (266)
Accounts payable ................................. 576 383 1,071 (513) (896)
Accrued expenses and other current liabilities . 2,725 4,988 784 (2,999) (42)
Deferred revenue ................................. 4,143 5,466 3,357 2,982 2,634
-------- -------- -------- ------- -------
Net cash provided by operating activities ...... 20,419 22,741 23,322 12,633 9,806
-------- -------- -------- ------- -------
Cash flows from investing activities:
Purchases of property and equipment ............... (979) (623) (1,613) (466) (481)
Additions to computer software costs ............... (4,795) (5,516) (6,358) (3,973) (2,385)
-------- -------- -------- ------- -------
Net cash used for investing activities ......... (5,774) (6,139) (7,971) (4,439) (2,866)
-------- -------- -------- ------- -------
Cash flows from financing activities:
Net transfers to Marcam Corporation ............... (14,347) (16,483) (15,199) (7,947) (6,466)
-------- -------- -------- ------- -------
Net cash used for financing activities ......... (14,347) (16,483) (15,199) (7,947) (6,466)
-------- -------- -------- ------- -------
Net increase in cash .............................. 298 119 152 247 474
Cash at beginning of period ........................ (191) 107 226 226 378
-------- -------- -------- ------- -------
Cash at end of period .............................. $ 107 $ 226 $ 378 $ 473 $ 852
======== ======== ======== ======= =======

</TABLE>

The accompanying notes are an integral part of the combined financial
statements.

F-32
<PAGE>

MAPICS, INC.
Notes to Combined Financial Statements

(1) BASIS OF PRESENTATION

(a) The Distribution

On April 28, 1997, the Board of Directors of Marcam Corporation authorized
management to proceed with the separation of Marcam Corporation into two
publicly traded corporations. Marcam Corporation intends to spin off in a
tax-free distribution the portion of its business relating to its PRISM,
Protean and Avantis product lines. The separation into two independent,
publicly traded companies is designed to enable each to better focus on its
core markets, to better serve existing customers and to finance its business.
Marcam Corporation will change its name to MAPICS, Inc. ("MAPICS") and will
continue the operations relating to the MAPICS product lines.

In connection with the separation, Marcam Corporation will transfer to a
newly formed corporation, Marcam Solutions, Inc. ("Marcam Solutions"), the
business, assets and liabilities relating to its PRISM, Protean and Avantis
product lines and will commit to contribute certain amounts of cash to Marcam
Solutions, as represented by a note. The note will be paid with a portion of
the proceeds from a proposed offering of common stock of MAPICS or a debt
financing which would be consummated in lieu of or in combination with the
proposed public offering. All of the shares of common stock of Marcam Solutions
will be distributed (the "Distribution") by means of a distribution to
stockholders of Marcam Corporation. Subsequent to the Distribution, MAPICS will
be the legal entity that will continue to conduct the operations relating to
Marcam Corporation's MAPICS product lines. However, for accounting purposes,
due to the relative significance of the PRISM, Protean and Avantis product
lines, the Distribution will be recorded as a disposal of the MAPICS product
lines in the historical consolidated financial statements of Marcam Corporation
and in the future financial statements of Marcam Solutions.

The Distribution will be subject to final approval by the Board of
Directors of Marcam Corporation, approval by the stockholders of Marcam
Corporation, and the receipt of a favorable ruling from the Internal Revenue
Service that, except as provided therein, the Distribution will qualify as a
tax-free distribution under Section 355 of the Internal Revenue Code of 1986,
as amended (the "Code"), or, if such ruling is not obtained prior to the date
of the Distribution, an opinion of special tax counsel and Marcam Corporation's
independent accountants to the effect that, except as provided therein, the
Distribution should qualify as a tax-free distribution under Section 355 of the
Code.

These combined financial statements have been prepared using Marcam
Corporation's historical basis in the assets and liabilities and historical
results of operations related to the MAPICS product lines. These combined
financial statements generally reflect the financial position, results of
operations, and cash flows of MAPICS as if it were a separate entity for all
periods presented. Certain costs and expenses presented in these financial
statements have been allocated based on management's estimates of the cost of
services provided to MAPICS by Marcam Corporation. Management believes that
these allocations are reasonable. However, the financial information included
herein may not necessarily reflect the combined financial position, results of
operations, and cash flows of MAPICS in the future, or what they would have
been had MAPICS been a separate entity during the periods presented.

Prior to the Distribution, MAPICS intends to enter into various agreements
with Marcam Solutions providing for the separation of the product lines and
governing various ongoing relationships between the two companies, in
accordance with the terms described in Note 15.

(b) Nature of the Business

MAPICS is a leading provider of enterprise resource planning (ERP)
software applications for mid-size manufacturing enterprises worldwide. MAPICS'
products provide an integrated and function-rich ERP solution with the breadth
and depth of applications to manage an entire manufacturing enterprise. The
MAPICS XA product line currently consists of more than 40 integrated
application modules in the areas of Engineering and Cost Management, Market and
Demand Management, Plant Operations and Logistics Management, Production
Resource Planning, Financial Management and Measurements and Cross Applications
Solutions. MAPICS also provides services to customers in the form of product
support. The primary geographic markets of MAPICS include North America,
Europe, the Middle East, Africa, Latin America and Asia Pacific.

F-33
<PAGE>

MAPICS, INC.
Notes to Combined Financial Statements -- (Continued)

(2) SIGNIFICANT ACCOUNTING POLICIES

(a) Use of Estimates by Management

The preparation of combined financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions. These estimates and assumptions affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. The most significant
estimates included in these financial statements are the valuation of
capitalized software, intangible assets and accounts receivable and the
allocation of corporate expenses from Marcam Corporation. Actual results may
differ from estimates.

(b) Revenue Recognition

MAPICS recognizes revenues from the licensing of its software upon the
signing of license agreements, delivery of the software and determination that
collection of the related receivable is probable. Under the terms of the MAPICS
license agreements, the customer is responsible for installation and training.
At the time MAPICS recognizes revenues from the licensing of software, no
significant vendor obligations remain, and the costs of insignificant
obligations, if any, are accrued.

MAPICS recognizes services revenues from its periodic license fees ratably
over the terms of the license agreements. The periodic license fee, which is
typically payable annually in advance, entitles the customer to continue using
the software and to receive certain support services.

Generally, revenues from the licensing of products through third-party
representatives are included in revenues, and related commissions are included
in selling and marketing expenses. In certain situations, however, revenues
from affiliates are recorded as royalties in license revenues (See Note 14).

Financial instruments which potentially expose MAPICS to concentrations of
credit risk consist primarily of trade accounts receivable. MAPICS provides
credit, in the normal course of business, to various types and sizes of
manufacturers located throughout the world. As a result, concentration of
credit risk with respect to trade receivables is not significant.

(d) Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated
using the straight-line method based upon the following estimated useful lives:

<TABLE>
<S> <C>
Furniture and fixtures ...... 4 years
Computer equipment ......... 4 years
Leasehold improvements ...... Shorter of lease term or useful life of asset

</TABLE>

(e) Computer Software Costs

MAPICS charges all costs of establishing technological feasibility of
computer software products to product development expense as they are incurred.
Thereafter, computer software costs are capitalized and reported at the lower of
unamortized cost or net realizable value. Computer software costs include
in-house software development costs and the costs incurred to translate software
into various foreign languages. Amortization of computer software costs
commences upon general release of the product to customers and is computed on a
product-by-product basis using the greater of the amount determined using (a)
the ratio that current period gross revenues bear to the total of current and
anticipated future gross revenues or (b) the straight-line method over the
estimated economic life of the product (generally five years). Amortization of
capitalized software costs is charged to cost of license revenues. Capitalized
software is subject to rapid technological obsolescence and, as a result,
amortization periods could ultimately shorten to reflect changes in technology
in the future. In fiscal 1997, MAPICS changed the estimated useful life of its
1997 and future translation expenditures from five years to two years. This
change in estimate decreased net income by approximately $230,000 for the six
months ended March 31, 1997.

F-34
<PAGE>

MAPICS, INC.
Notes to Combined Financial Statements -- (Continued)

(f) Other Intangible Assets

Other intangible assets represent intangible assets that are being
amortized to cost of license revenues using the straight-line method over the
estimated lives of the intangibles. The installed customer base and affiliate
network is amortized over fifteen years; trade names, trademarks and goodwill
are amortized over ten years.

MAPICS evaluates the net realizable value of capitalized software costs
and other intangibles on a quarterly basis using undiscounted cash flows. Its
review of intangible assets includes an analysis of past operating results,
business plans and budgets related to recoverability of the specific assets.

(g) Foreign Currency Translation

The majority of foreign revenues of MAPICS are denominated in local
currencies. The functional currency for each of the MAPICS foreign operations
is generally its local currency. Assets and liabilities of foreign operations
are translated into U.S. dollars at period-end rates of exchange. Revenues and
expenses are translated into U.S. dollars at the average rates for the periods.
The resultant translation gains and losses are immaterial for all periods
presented. Foreign currency transaction gains and losses and the effects of
exchange rate changes on cash are immaterial for all periods presented.

(h) Income Taxes

Historically, the operations represented by MAPICS have been included in
the consolidated U.S. Federal and certain state and foreign income tax returns
filed by Marcam Corporation. Income tax expense has been calculated on a
separate-return basis. Income taxes paid on behalf of MAPICS are included in
divisional equity. After the Distribution, MAPICS will file separate income tax
returns.

Pursuant to the anticipated Tax Sharing Agreement between MAPICS and
Marcam Solutions and after the Distribution, MAPICS will be entitled to utilize
certain tax attributes (principally federal, state and foreign net operating
loss carryforwards) of Marcam Corporation.

(i) Divisional Equity

Divisional equity includes accumulated retained earnings, net transfers to
Marcam Corporation and current period income.

(j) Unaudited pro forma net income per share

Unaudited pro forma net income per share gives effect to the Distribution.
The calculation of pro forma weighted average number of shares outstanding
includes (i) the weighted average number of common shares outstanding of Marcam
Corporation (11,384,000 shares and 11,459,000 shares, respectively, for the
year ended September 30, 1996 and for the six months ended March 31, 1997),
(ii) the weighted average number of common equivalent shares from the assumed
exercise of dilutive stock options, warrants and convertible preferred stock of
Marcam Corporation (2,801,000 shares and 3,532,000 shares, respectively, for
the year ended September 30, 1996 and for the six months ended March 31, 1997),
and (iii) the number of shares of common stock from the proposed offering of
MAPICS common stock whose proceeds are deemed to be used to pay the capital
contribution of $39,000,000 to Marcam Solutions, based on an assumed offering
price of $13 per share (3,000,000 shares for the year ended September 30, 1996
and for the six months ended March 31, 1997) (See Note 9). Pro forma fully
diluted net income per share does not differ materially from reported pro forma
primary net income per share.

(k) Allocated Costs

Expenses have been allocated based on a variety of methods depending on
the nature of the expense. Such allocation methods include proportional MAPICS
product revenue to total Marcam Corporation revenue, headcount equivalents and
management estimates. These amounts approximate management's estimates of
Marcam Corporation's corporate costs to support the MAPICS-related operations.
An allocation of corporate marketing expenses, corporate product development
expenses, and corporate administrative functions (including data services,
employee benefits, legal, insurance, accounting and other corporate overhead)
has been included in the selling and marketing, product development, and
general and administrative operating expenses in the combined statements of
operations.

F-35
<PAGE>

MAPICS, INC.
Notes to Combined Financial Statements -- (Continued)

(l) Interim Period Financial Statements

In the opinion of management, the unaudited interim combined financial
statements contain all adjustments which are of a normal recurring nature,
necessary to present fairly the financial position of MAPICS as of March 31,
1997 and its results of operations and cash flows for the six months ended
March 31, 1997 and 1996. Interim financial results are not necessarily
indicative of operating results for the entire year.

(m) New Accounting Pronouncements

In October 1995, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), was issued which will
require MAPICS to elect either expense recognition under SFAS 123 or its
disclosure-only alternative for stock-based employee compensation. The expense
recognition provision encouraged by SFAS 123 would require fair-value based
financial accounting to recognize compensation expense for employee stock
compensation plans. MAPICS has determined that it will elect the
disclosure-only alternative. MAPICS will be required to disclose the pro forma
net income and pro forma net income per share in the notes to the financial
statements using the fair-value based method beginning in fiscal 1997 after the
Distribution, with comparable disclosures for fiscal 1996. MAPICS has not
determined the impact that these pro forma adjustments will have on its net
income or income per share.

In February 1997, Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS 128"), was issued which will require MAPICS to
present basic and diluted earnings per share (EPS). Basic EPS, which replaces
primary EPS, excludes dilution and is computed by dividing income available to
common stockholders by the weighted-average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity. Diluted EPS is computed similarly to fully
diluted EPS under existing rules. SFAS 128 requires restatement of all prior
period earnings per share data presented. MAPICS will adopt SFAS 128 as of
October 1, 1998 and has not yet determined the impact of the adoption of this
standard.

(3) ALLOWANCE FOR DOUBTFUL ACCOUNTS

MAPICS provides reserves for customer receivable balances which are
considered potentially uncollectible. The allowance for doubtful accounts
amounted to $733,000, $1,626,000, $1,240,000 and $1,466,000 at September 30,
1994, 1995 and 1996 and March 31, 1997, respectively. The provision charged to
bad debt expense, which is included in general and administrative expenses, was
$6,000, $939,000 and $399,000 for fiscal 1994, 1995 and 1996, respectively, and
was $611,000 for the six months ended March 31, 1997. Write-offs against the
allowance were $458,000, $46,000 and $785,000 for fiscal 1994, 1995 and 1996,
respectively, and were $385,000 for the six months ended March 31, 1997.

F-36
<PAGE>

MAPICS, INC.
Notes to Combined Financial Statements -- (Continued)

(4) PROPERTY AND EQUIPMENT

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

<TABLE>
<CAPTION>
September 30, March 31,
------------------------- ------------
1995 1996 1997
(unaudited)
<S> <C> <C> <C>
Furniture and fixtures ........................ $ 99 $ 106 $ 138
Computer equipment .............................. 3,101 5,285 5,710
Leasehold improvements ........................ 25 25 49
------- ------- -------
3,225 5,416 5,897
Accumulated depreciation and amortization ...... (1,470) (2,424) (3,084)
------- ------- -------
$ 1,755 $ 2,992 $ 2,813
======= ======= =======

</TABLE>

(5) COMPUTER SOFTWARE COSTS

Computer software costs capitalized during fiscal years 1994, 1995 and
1996 amounted to $4,795,000, $5,516,000 and $6,358,000, respectively, and
during the six months ended March 31, 1997, amounted to $2,385,000.
Amortization of computer software costs during those periods was approximately
$1,553,000, $2,448,000, $3,148,000, and $2,070,000, respectively. These
combined financial statements reflect a reduction of $1,050,000 in net
capitalized software costs at September 30, 1995 as a result of purchase
accounting adjustments described in Note 13 and reflect the reclassification of
$279,000 of capitalized software costs to other assets in the six months ended
March 31, 1997. Accumulated amortization at September 30, 1995, September 30,
1996 and March 31, 1997 totaled $2,754,000, $5,902,000 and $7,972,000,
respectively.

(6) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following
(in thousands):

<TABLE>
<CAPTION>
September 30, March 31,
--------------------- ------------
1995 1996 1997
(unaudited)
<S> <C> <C> <C>
Accrued commissions and royalties ......... $ 5,949 $ 5,556 $ 7,077
Accrued payroll and related expenses ...... 274 1,642 1,632
Accrued sales and other taxes ............ 407 530 722
Other .................................... 4,043 3,729 1,984
-------- -------- --------
$10,673 $11,457 $11,415
======== ======== ========

</TABLE>

F-37
<PAGE>

MAPICS, INC.
Notes to Combined Financial Statements -- (Continued)

(7) OTHER INTANGIBLE ASSETS

Other intangible assets consist of the following (in thousands):

<TABLE>
<CAPTION>
September 30, March 31,
------------------------- ------------
1995 1996 1997
(unaudited)
<S> <C> <C> <C>
Installed customer base and affiliate network ...... $ 6,034 $ 6,034 $ 6,034
Trade names and trademarks ........................ 1,712 1,712 1,712
Goodwill .......................................... 286 286 286
------- ------- -------
8,032 8,032 8,032
Accumulated amortization ........................... (2,067) (2,707) (2,965)
------- ------- -------
$ 5,965 $ 5,325 $ 5,067
======= ======= =======

</TABLE>

(8) INCOME TAXES

The components of the provision for income taxes are as follows (in
thousands):

<TABLE>
<CAPTION>
Six months ended
Years ended September 30, March 31,
------------------------------ -----------------
1994 1995 1996 1997
(unaudited)
<S> <C> <C> <C> <C>
Federal:
Current ...... $2,742 $4,743 $5,547 $3,527
Deferred ...... 978 653 610 (434)
------- ------- ------- ------
Total ......... 3,720 5,396 6,157 3,093
------- ------- ------- ------
State:
Current ...... 736 1,398 1,415 745
Deferred ...... 131 84 78 (56)
------- ------- ------- ------
Total ......... 867 1,482 1,493 689
------- ------- ------- ------
Foreign:
Current ...... 54 234 426 289
Deferred ...... -- -- -- --
------- ------- ------- ------
Total ......... 54 234 426 289
------- ------- ------- ------
Total ......... $4,641 $7,112 $8,076 $4,071
======= ======= ======= ======

</TABLE>

F-38
<PAGE>

MAPICS, INC.
Notes to Combined Financial Statements -- (Continued)

The components of income from domestic and foreign operations before
provision for income taxes are as follows (in thousands):

<TABLE>
<CAPTION>
Six months
ended
Years ended September 30, March 31,
--------------------------------- ------------
1994 1995 1996 1997
(unaudited)
<S> <C> <C> <C> <C>
Domestic ...... $14,760 $18,137 $20,766 $10,274
Foreign ...... 48 309 210 298
-------- -------- -------- --------
Total ......... $14,808 $18,446 $20,976 $10,572
======== ======== ======== ========
</TABLE>

The effective income tax rates of 31.3%, 38.6% and 38.5% for the years
ended September 30, 1994, 1995 and 1996, respectively, and 38.5% for the six
months ended March 31, 1997, differ from the expected income taxes for those
periods calculated by applying the federal statutory rate of 35.0% to income
before income taxes for the years ended September 30, 1994, 1995 and 1996 and
the six months ended March 31, 1997 as follows (in thousands):

<TABLE>
<CAPTION>
Six months
ended
Years ended September 30, March 31,
------------------------------ ------------
1994 1995 1996 1997
(unaudited)
<S> <C> <C> <C> <C>
Expected tax .............................. $5,183 $6,456 $7,342 $3,701
Benefit of net operating losses ............ (169) -- -- --
State taxes, net ........................... 610 992 998 429
Research and experimentation credits ...... (737) (423) (413) (159)
Other .................................... (246) 87 149 100
------ ------ ------ ------
$4,641 $7,112 $8,076 $4,071
====== ====== ====== ======

</TABLE>

<TABLE>
<CAPTION>
September 30, March 31,
------------------------- ------------
1995 1996 1997
(unaudited)
<S> <C> <C> <C>
Deferred tax assets:
Deferred revenue ..................... $ 334 $ 411 $ 451
Allowance for doubtful accounts ...... 469 229 450
Intangible assets ..................... 71 -- --
Other ................................. 41 267 718
------- ------- --------
Total deferred tax assets ............ 915 907 1,619
------- ------- --------
Deferred tax liabilities:
Capitalized software .................. (1,044) (1,034) (867)
Intangible assets ..................... -- (737) (1,143)
Other ................................. (67) (20) (3)
------- ------- --------
Total deferred tax liabilities ...... (1,111) (1,791) (2,013)
------- ------- --------
Net deferred tax liabilities ......... $ (196) $ (884) $ (394)
======= ======= ========

</TABLE>

F-39
<PAGE>

MAPICS, INC.
Notes to Combined Financial Statements -- (Continued)

In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some or all of the deferred
tax assets will not be realized. As a result of its evaluation, management has
recorded no valuation allowance.

Pursuant to the anticipated Tax Sharing Agreement between MAPICS and
Marcam Solutions and upon the effectiveness of the Distribution, MAPICS will
become entitled to utilize certain tax attributes of Marcam Corporation. As of
September 30, 1996, those attributes include net operating loss carryforwards
of approximately $42 million, foreign tax credit carryforwards of approximately
$4 million and research and experimentation credit carryforwards of
approximately $3 million. Such carryforwards expire between 1997 and 2012. The
utilization of net operating loss carryforwards will be limited on an annual
basis due to changes in ownership of Marcam Corporation. Management does not
believe that this limitation will have a significant impact on the amount of
taxes to be paid in the future.

(9) COMMITMENTS AND CONTINGENCIES

Lease Commitments

MAPICS leases certain equipment and office space under noncancelable
agreements and leases which expire at various dates through 2001. Future
minimum lease payments under noncancelable operating leases at September 30,
1996 were as follows (in thousands):

<TABLE>
<CAPTION>
Year ending September 30:
<S> <C>
1997 ........................... $1,161
1998 ........................... 584
1999 ........................... 166
2000 ........................... 11
2001 ........................... 5
-------
Total minimum lease payments ...... $1,927
=======
</TABLE>

Total rental expense charged to operations was $926,000, $1,033,000 and
$1,133,000 for fiscal years 1994, 1995 and 1996, respectively, and $533,000 for
the six months ended March 31, 1997.

Capitalization of Marcam Solutions/Marcam Corporation Debt (Unaudited)

Prior to the Distribution, MAPICS intends to contribute to Marcam
Solutions a promissory note, the maximum amount of which may be $39.0 million.
In addition, at the time of the Distribution MAPICS will assume the $25.0
million 9.82% subordinated notes due 2001 issued by Marcam Corporation. Both of
these liabilities will be repaid with proceeds from a proposed offering of
common stock of MAPICS. If the offering is unsuccessful or delayed, MAPICS will
be required to seek alternative sources to finance these expected obligations.

Litigation

MAPICS is subject to legal proceedings and claims which arise in the
normal course of business. While the outcome of these matters cannot be
predicted with certainty, management does not believe the outcome of any of
these legal matters will have a material adverse effect on the financial
position or results of operations of MAPICS.

MAPICS will be indemnified for future claims arising from Marcam
Corporation's PRISM, Protean and Avantis product lines and related activities
in accordance with the agreements to be entered into with Marcam Solutions as
described in Note 15.

F-40
<PAGE>

MAPICS, INC.
Notes to Combined Financial Statements -- (Continued)

(10) EMPLOYEE STOCK OPTION PLANS

Under Marcam Corporation's stock plans, certain employees and officers
have been granted incentive stock options and non-qualified stock options. At
September 30, 1996, options for the purchase of 2,109,000 shares of Marcam
Corporation common stock were outstanding, of which options for 623,000 shares
were exercisable, with option prices ranging from $1.00 to $29.25 per share. Of
those options, MAPICS employees held 213,000, of which 96,000 shares were
exercisable, with option prices ranging from $1.50 to $22.50 per share. At
March 31, 1997, outstanding options for the purchase of 2,644,000 shares of
Marcam Corporation common stock were outstanding, of which options for 874,000
shares were exercisable, with option prices ranging from $1.00 to $29.25 per
share. Of those options, MAPICS employees held 357,000, of which 124,000 shares
were exercisable, with option prices ranging from $1.50 to $22.50 per share.

Promptly following the Distribution, outstanding awards under the Marcam
Corporation stock plans held by Marcam Corporation employees will be adjusted
so as to represent two separately exercisable options--one to purchase common
stock of MAPICS and one to purchase common stock of Marcam Solutions. Each of
the two options will have the same ratio of the exercise price per option to
the market value per share, the same vesting provisions, option periods and
other terms and conditions and, in aggregate, the same difference between
market value and exercise price as reflected in the original Marcam Corporation
option.

(11) EMPLOYEE BENEFIT PLAN

Certain employees of MAPICS in the United States are eligible to
participate in Marcam Corporation's sponsored profit sharing retirement plan
established under the provisions of Internal Revenue Code Section 401(k). The
expenses of MAPICS related to this plan which are included in the statements of
operations amounted to $0, $77,000 and $110,000 for the fiscal years ended
September 30, 1994, 1995, and 1996, respectively, and $85,000 for the six-month
period ended March 31, 1997.

(12) MAJOR CUSTOMERS AND GEOGRAPHIC INFORMATION

MAPICS had no customers which accounted for 10% or more of total revenues
in fiscal years 1995 and 1996 or in the six months ended March 31, 1996 and
1997. In fiscal 1994, International Business Machines Corporation accounted for
12% of total revenues (See Note 14.)

MAPICS markets its products worldwide. Revenues are grouped into three
main geographic segments: U.S., Europe and All Other. Financial data by
geographic area is as follows (in thousands):

F-41
<PAGE>

MAPICS, INC.
Notes to Combined Financial Statements -- (Continued)

<TABLE>
<CAPTION>
U.S. Europe All Other Elimination Total
--------- --------- ----------- ------------- --------
<S> <C> <C> <C> <C> <C>
Fiscal year 1994
- ----------------
Net sales to unaffiliated customers ...... $41,210 $ 5,273 $6,300 $ -- $52,783
Transfers between geographic areas ...... 965 -- -- (965) --
-------- -------- ------- ------- --------
Total revenues ........................... 42,175 5,273 6,300 (965) 52,783
-------- -------- ------- ------- --------
Net income .............................. 5,356 1,375 1,608 1,828 10,167
Identifiable assets ..................... 32,041 3,489 862 -- 36,392

Fiscal year 1995
----------------
Net sales to unaffiliated customers ...... $50,934 $10,419 $7,945 $ -- $69,298
Transfers between geographic areas ...... 1,538 -- -- (1,538) --
-------- -------- ------- ------- --------
Total revenues ........................... 52,472 10,419 7,945 (1,538) 69,298
-------- -------- ------- ------- --------
Net income (loss) ........................ 9,669 458 2,623 (1,416) 11,334
Identifiable assets ..................... 34,765 4,841 1,620 -- 41,226

Fiscal year 1996
----------------
Net sales to unaffiliated customers ...... $56,546 $14,311 $6,745 $ -- $77,602
Transfers between geographic areas ......... 1,816 -- -- (1,816) --
-------- -------- ------- ------- --------
Total revenues ........................... 58,362 14,311 6,745 (1,816) 77,602
-------- -------- ------- ------- --------
Net income (loss) ........................ 10,058 2,197 938 (293) 12,900
Identifiable assets ........................ 37,876 4,789 2,740 -- 45,405

Six months ended March 31,1997 (unaudited)
------------------------------------------
Net sales to unaffiliated customers ...... $32,450 $ 9,447 $2,268 $ -- $44,165
Transfers between geographic areas ...... 1,114 -- -- (1,114) --
-------- -------- ------- ------- --------
Total revenues ........................... 33,564 9,447 2,268 (1,114) 44,165
-------- -------- ------- ------- --------
Net income (loss) ........................ 5,641 702 255 (97) 6,501
Identifiable assets ..................... 37,459 5,156 4,031 -- 46,646

</TABLE>

(13) RELATIONSHIP WITH MARCAM CORPORATION

An allocation of corporate marketing expenses, corporate product
development expenses, and corporate administrative functions (including data
services, employee benefits, legal, insurance, accounting and other corporate
overhead) has been included in the selling and marketing, product development,
and general and administrative operating expenses in the combined statements of
operations and is presented in the following table. Certain general and
administrative and selling and marketing expenses, which were specifically
identified by product line in fiscal 1995 and 1996, were not directly
identified by product line or function in fiscal 1994. Management has estimated
those fiscal 1994 expenses attributable to the MAPICS-related business, and has
presented those expenses as corporate allocations in the following table.

F-42
<PAGE>

MAPICS, INC.
Notes to Combined Financial Statements -- (Continued)

The amounts allocated to MAPICS in each of the periods presented are as
follows (in thousands):

<TABLE>
<CAPTION>
Six months ended
Years ended September 30, March 31,
------------------------- -----------------
1994 1995 1996 1996 1997
(unaudited)
<S> <C> <C> <C> <C> <C>
Selling and marketing ............ $5,219 $ 223 $ 213 $ 102 $ 134
Product development ............ 207 221 239 117 --
General and administrative ...... 2,794 2,030 2,412 1,204 1,415

</TABLE>

Net transfers to Marcam Corporation, included in divisional equity,
includes net cash transfers to Marcam Corporation, amounts due to Marcam
Corporation for services and other charges, and income taxes paid on behalf of
MAPICS by Marcam Corporation. No interest has been charged to MAPICS related to
these transactions or to any debt held by Marcam Corporation. The weighted
average balance due to (from) Marcam Corporation was $16,901,000, $1,261,000,
$(14,806,000) and $(25,638,000) for the years ended September 30, 1994, 1995
and 1996 and for the six months ended March 31, 1997, respectively. The
activity in the net transfers to Marcam Corporation account, included in
divisional equity, is summarized below.

<TABLE>
<CAPTION>
Six months ended
Years ended September 30, March 31,
------------------------------------------ -----------------
1994 1995 1996 1997
<S> <C> <C> <C> <C>
Marcam Corporation services and
other charges ........................ $ 8,220 $ 2,474 $ 2,864 $ 1,549
Domestic and foreign income taxes ...... 4,641 7,112 8,076 4,071
Non-cash purchase accounting
adjustments ........................... -- (450) -- --
Cash transfers, net ..................... (27,208) (26,069) (26,139) (12,086)
--------- --------- --------- --------
Net transfers to Marcam Corporation . $ (14,347) $ (16,933) $ (15,199) $ (6,466)
========= ========= ========= =========

</TABLE>

On February 26, 1993, Marcam Corporation acquired the exclusive worldwide
marketing rights to the MAPICS product line for 25 years. Marcam Corporation
also acquired the option to purchase the MAPICS product line and certain
related intellectual property rights. As part of the acquisition of the
marketing rights, Marcam Corporation expensed $5,568,000 of in-process research
and development costs and recorded $10,699,000 of intangible assets acquired.
These amounts have been reflected in the combined financial statements of
MAPICS.

On September 29, 1995, Marcam Corporation acquired all of the outstanding
stock of the company which owned the MAPICS product line. As part of the
acquisition, certain non-cash balance sheet adjustments were recorded by Marcam
Corporation which have been reflected in the combined financial statements of
MAPICS. The adjustments consist of the following (in thousands):

Reduction of net computer software costs ...... $ 1,050

Reduction of payables ........................ (1,500)
-------
Net adjustment ................................. $ (450)
=======

(14) RELATED PARTY TRANSACTIONS

MAPICS has a number of marketing and product development relationships
with International Business Machines Corporation ("IBM"). IBM has purchased
licenses for MAPICS products for internal use, as well as for marketing
purposes. MAPICS has purchased certain services, equipment and software
licenses from IBM.

Under various agreements with MAPICS and its representatives, IBM markets
MAPICS products in cooperation with MAPICS and its subsidiaries or
representatives in several countries. In each case, MAPICS or

F-43
<PAGE>

MAPICS, INC.
Notes to Combined Financial Statements -- (Continued)

its representative pays IBM a fee for marketing MAPICS products when a sale is
made with IBM's assistance. The fee is calculated as a percentage of the
license fees received by MAPICS and varies based on the agreement's specific
territories. MAPICS paid IBM aggregate fees of $1,453,000, $198,000 and $0 in
fiscal years 1994, 1995 and 1996, respectively, and $0 in the six-month period
ended March 31, 1997.

MAPICS recorded royalties from IBM of approximately $5,675,000, $2,614,000
and $604,000 in fiscal years 1994, 1995 and 1996, respectively, and $265,000,
in the six-month period ended March 31, 1997 relating to sales of MAPICS
products.

MAPICS also licenses products and provides services to IBM in the ordinary
course of business. During fiscal years 1994, 1995 and 1996, MAPICS recognized
an aggregate of approximately $700,000, $185,000 and $409,000, respectively,
and during the six-month period ended March 31, 1997 recognized $236,000 from
licensing products and providing services to IBM. IBM also sells products and
provides services, including distribution and translation services, to MAPICS
in the ordinary course of business.

Total revenues that were derived from transactions with IBM were
$6,375,000, $2,799,000 and $1,013,000 for fiscal 1994, 1995 and 1996,
respectively, and $501,000 for the six-month period ended March 31, 1997.

(15) SUBSEQUENT EVENTS (Unaudited)

Agreements with Marcam Solutions

Distribution Agreement. Prior to the completion of the offering, the
Company and Marcam Solutions will enter into a Distribution Agreement. Pursuant
to the Distribution Agreement, subject to limited exceptions, the two companies
are required to indemnify each other and each other's directors, officers,
employees, agents and representatives for liabilities under federal or state
securities laws that are a result of the offering and the Distribution. The
Distribution Agreement also provides that each party thereto will indemnify the
other party thereto and its directors, officers, employees, agents and
representatives for liabilities that may be incurred by the indemnified party
relating to, resulting from or arising out of (i) the business, operations or
assets conducted or owned or formerly conducted or owned by the indemnifying
party and its subsidiaries, or (ii) the failure by the indemnifying party to
comply with any other agreements executed in connection with the Distribution
or the offering. In addition, the Distribution Agreement provides that Marcam
Solutions will indemnify MAPICS and its directors, officers, employees, agents
and representatives for any liabilities resulting from or arising out of
certain acts, failures to act or the provision of incorrect factual information
by Marcam Solutions in connection with the IRS private letter ruling request
that cause the Distribution to be taxable to MAPICS or its stockholders. The
ancillary agreements to be executed in connection with the Distribution include
a General Services Agreement and a Tax Sharing Agreement. With respect to
matters governed by the General Services Agreement, the relationship between
MAPICS and Marcam Solutions is intended to continue in a manner generally
consistent with past practices. Management believes that the expected charges
in accordance with these agreements are fair and reasonable.

General Services Agreement. The General Services Agreement will provide
that Marcam Solutions and MAPICS will provide to each other from time to time,
upon request, certain routine and ordinary corporate services, including
financial, accounting, tax, administrative and legal services. For these
services, the party providing such services will be reimbursed for its costs
(including the pro rata costs of its employees performing such services and
allocable overhead) on a per diem basis.

Tax Sharing Agreement. Prior to completion of the Distribution, MAPICS and
Marcam Solutions intend to enter into a Tax Sharing Agreement that defines the
parties rights and obligations with respect to certain tax liabilities and
refunds relating to the business of MAPICS for taxable years prior to the
Distribution. In general, pursuant to the Tax Sharing Agreement, Marcam
Solutions shall be responsible for certain state, local and foreign taxes for
periods ending on or before the date of the Distribution (and shall be entitled
to refunds with respect to such taxes), and MAPICS shall be responsible for all
other taxes for such periods (and shall be entitled to refunds with respect

F-44
<PAGE>

MAPICS, INC.
Notes to Combined Financial Statements -- (Continued)

to such taxes). In addition, under the Tax Sharing Agreement, MAPICS shall be
liable for any tax arising out of the Distribution. The Tax Sharing Agreement
further provides for cooperation with respect to certain tax matters, the
exchange of information and the retention of records.

Line of Credit

In connection with the Distribution, MAPICS will assume Marcam
Corporation's $20,000,000 revolving credit facility and be obligated to repay
any indebtedness outstanding under this credit facility. Borrowing availability
under this facility is limited to 80% of qualifying accounts receivable and
borrowings bear interest at a designated prime rate plus 1% per annum. This
credit facility will expire on August 31, 1997 and, after the Distribution,
will be collateralized by liens on substantially all of MAPICS' assets.
Additionally, this credit facility will contain covenants which, among other
things, impose certain limitations or prohibitions on MAPICS with respect to
additional indebtedness, liens and capital leases; the payment of dividends on,
and the redemption or repurchase of, capital stock of MAPICS; investments and
acquisitions; the merger or consolidation of MAPICS with any person or entity
and the disposition of any of the property or assets of MAPICS.

F-45
<PAGE>

MAPICS, INC.
Notes to Combined Financial Statements -- (Continued)

(16) SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter Year
--------- --------- --------- --------- --------
(In thousands)
<S> <C> <C> <C> <C> <C>
1995:
Revenues .............................. $17,213 $15,358 $15,303 $21,424 $69,298
Income before income tax expense ...... 5,744 4,040 3,502 5,160 18,446
Net income ........................... 3,529 2,482 2,152 3,171 11,334
1996:
Revenues .............................. $18,623 $17,221 $18,128 $23,630 $77,602
Income before income tax expense ...... 5,037 4,846 4,594 6,499 20,976
Net income ........................... 3,098 2,980 2,826 3,996 12,900
1997:
Revenues .............................. $23,379 $20,786
Income before income tax expense ...... 5,793 4,779
Net income ........................... 3,563 2,938

</TABLE>

F-46
<PAGE>

ANNEX A TO PROXY STATEMENT/PROSPECTUS

Sections 76 and 86 through 98 of Chapter 156B of the Massachusetts Business
Corporation Law

Section 76. RIGHTS OF MINORITY STOCKHOLDER, ETC.--A stockholder in any
corporation which shall have voted to sell, lease or exchange all or
substantially all its property and assets, or which shall have adopted any
amendment of its articles of organization which adversely affects the rights of
such stockholder, who objects to such action, in the manner provided in section
eighty-six, shall be entitled, if such sale, lease or exchange shall have been
consummated or such amendment shall have become effective, as the case may be,
to demand payment for his stock from the corporation and an appraisal thereof
in accordance with the provisions of sections eighty-six to ninety-sight,
inclusive, and such stockholder shall have the rights and duties and follow the
procedure set forth in those sections.

Section 86. [RIGHT OF APPRAISAL].--If a corporation proposes to take a
corporate action as to which any section of this chapter provides that a
stockholder who objects to such action shall have the right to demand payment
for his shares and an appraisal thereof, sections eighty-seven to ninety-eight,
inclusive, shall apply except as otherwise specifically provided in any section
of this chapter. Except as provided in sections eighty-two and eighty-three, no
stockholder shall have such right unless (1) he files with the corporation
before the taking of the vote of the stockholders on such corporate action,
written objection to the proposed action stating that he intends to demand
payment for his shares if the action is taken and (2) his shares are not voted
in favor of the proposed action.

Section 87. [NOTICE OF STOCKHOLDERS MEETING TO CONTAIN STATEMENT AS TO
APPRAISAL RIGHTS].--The notice of the meeting of stockholders at which the
approval of such proposed action is to be considered shall contain a statement
of the rights of objecting stockholders. The giving of such notice shall not be
deemed to create any rights in any stockholder receiving the same to demand
payment for his stock, and the directors may authorize the inclusion in any
such notice of a statement of opinion by the management as to the existence or
non-existence of the right of the stockholders to demand payment for their
stock on account of the proposed corporate action. The notice may be in such
form as the directors or officers calling the meeting deem advisable, but the
following form of notice shall be sufficient to comply with this section:

"If the action proposed is approved by the stockholders at the meeting and
effected by the corporation, any stockholder (1) who files with the corporation
before the taking of the vote on the approval of such action, written objection
to the proposed action stating that he intends to demand payment for his shares
if the action is taken and (2) whose shares are not voted in favor of such
action has or may have the right to demand in writing from the corporation (or,
in the case of a consolidation or merger, the name of the resulting or
surviving corporation shall be inserted), within twenty days after the date of
mailing to him of notice in writing that the corporate action has become
effective, payment for his shares and an appraisal of the value thereof. Such
corporation and any such stockholder shall in such cases have the rights and
duties and shall follow the procedure set forth in sections 88 to 98,
inclusive, of chapter 156B of the General Laws of Massachusetts."

Section 88. [NOTICE TO OBJECTING STOCKHOLDER THAT CORPORATE ACTION HAS
BECOME EFFECTIVE].--The corporation taking such action, or in the case of a
merger or consolidation the surviving or resulting corporation, shall, within
ten days after the date on which such corporate action became effective, notify
each stockholder who filed written objection meeting the requirements of
section eighty-six and whose shares were not voted in favor of the approval of
such action, that the action approved at the meeting of the corporation of
which he is a stockholder has become effective. The giving of such notice shall
not be deemed to create any rights in any stockholder receiving the same to
demand payment for his stock. The notice shall be sent by registered or
certified mail addressed to the stockholder at his last known address as it
appears in the records of the corporation.

Section 89. [DEMAND FOR PAYMENT BY OBJECTING STOCKHOLDER].--If within
twenty days after the date of mailing of a notice under subsection (e) of
section eighty-two, subsection (f) of section eighty-three, or section
eighty-eight any stockholder to whom the corporation was required to give such
notice shall demand in writing from the corporation taking such action, or in
the case of a consolidation or merger from the resulting or surviving
corporation, payment for his stock, the corporation upon which such demand is
made shall pay to him

A-1
<PAGE>

the fair value of his stock within thirty days after the expiration of the
period during which such demand may be made.

Section 90. [DETERMINATION OF VALUE OF STOCK BY SUPERIOR COURT].--If
during the period of thirty days provided for in section eighty-nine the
corporation upon which such demand is made and any such objecting stockholder
fail to agree as to the value of such stock, such corporation or any such
stockholder may within four months after the expiration of such thirty-day
period demand a determination of the value of the stock of all such objecting
stockholders by a bill in equity filed in the superior court in the county
where the corporation in which such objecting stockholder held stock had or has
its principal office in the commonwealth.

Section 91. BILL IN EQUITY TO DETERMINE VALUE OF STOCK OF OBJECTING
STOCKHOLDERS ON FAILURE TO AGREE ON VALUE THEREOF ETC.; PARTIES TO BILL ETC.;
SERVICE OF BILL ON CORPORATION; NOTICE TO STOCKHOLDER PARITIES ETC.--If the
bill is filed by the corporation, it shall name as parties respondent all
stockholders who have demanded payment for their shares and with whom the
corporation has not reached agreement as to the value thereof. If the bill is
filed by a stockholder, he shall bring the bill in his own behalf and in behalf
of all other stockholders who have demanded payment for their shares and with
whom the corporation has not reached agreement as to the value thereof, and
service of the bill shall be made upon the corporation by subpoena with a copy
of the bill annexed. The corporation shall file with its answer a duly verified
list of all such other stockholders, and such stockholders shall thereupon be
deemed to have been added as parties to the bill. The corporation shall give
notice in such form and returnable on such date as the court shall order to
each stockholder party to the bill by registered or certified mail, addressed
to the last known address of such stockholder as shown in the records of the
corporation, and the court may order such additional notice by publication or
otherwise as it deems advisable. Each stockholder who makes demand as provided
in section eighty-nine shall be deemed to have consented to the provisions of
this section relating to notice, and the giving of notice by the corporation to
any such stockholder in compliance with the order of the court shall be
sufficient service of process on him. Failure to give notice to any stockholder
making demand shall not invalidate the proceedings as to other stockholders to
whom notice was properly given, and the court may at any time before the entry
of a final decree make supplementary orders of notice.

Section 92. BILL IN EQUITY TO DETERMINE VALUE OF STOCK OF OBJECTING
STOCKHOLDERS ON FAILURE TO AGREE ON VALUE THEREOF, ETC.; ENTRY OF DECREE
DETERMINING VALUE OF STOCK; DATE ON WHICH VALUE IS TO BE DETERMINED.--After
hearing the court shall enter a decree determining the fair value of the stock
of those stockholders who have become entitled to the valuation of and payment
for their shares, and shall order the corporation to make payment of such
value, together with interest, if any, as hereinafter provided, to the
stockholders entitled thereto upon the transfer by them to the corporation of
the certificates representing such stock if certificated or if uncertificated,
upon receipt of an instruction transferring such stock to the corporation. For
this purpose, the value of the shares shall be determined as of the day
preceding the date of the vote approving the proposed corporate action and
shall be exclusive of any element of value arising from the expectation or
accomplishment of the proposed corporate action.

Section 93. BILL IN EQUITY TO DETERMINE VALUE OF STOCK OF OBJECTING
STOCKHOLDERS ON FAILURE TO AGREE ON VALUE THEREOF, ETC.; COURT MAY REFER BILL,
ETC., TO SPECIAL MASTER TO HEAR PARTIES, ETC.--The court in its discretion may
refer the bill or any question arising thereunder to a special master to hear
the parties, make finding and report the same to the court, all in accordance
with the usual practice in suits in equity in the superior court.

Section 94. BILL IN EQUITY TO DETERMINE VALUE OF STOCK OF OBJECTING
STOCKHOLDERS ON FAILURE TO AGREE ON VALUE THEREOF, ETC.; STOCKHOLDER PARTIES
MAY BE REQUIRED TO SUBMIT THEIR STOCK CERTIFICATES FOR NOTATION THEREON OF
PENDENCY OF BILL, ETC.--On motion the court may order stockholder parties to
the bill to summit their certificates of stock to the corporation for notation
thereon of the pendency of the bill, and may order the corporation to note such
pendency in its records with respect to any uncertificated shares held by such
stockholder parties, and may on motion dismiss the bill as to any stockholder
who fails to comply with such order.

Section 95. BILL IN EQUITY TO DETERMINE VALUE OF STOCK OF OBJECTING
STOCKHOLDERS ON FAILURE TO AGREE ON VALUE THEREOF, ETC.; TAXATION OF COSTS,
ETC.; INTEREST ON AWARD, ETC.--The costs of the bill, including the reasonable
compensation and

A-2
<PAGE>

expenses of any master appointed by the court, but exclusive of fees of counsel
or of experts retained by any party, shall be determined by the court and taxed
upon the parties to the bill, or any of them, in such manner as appears to be
equitable, except that all costs of giving notice to stockholders as provided
in this chapter shall be paid by the corporation. Interest shall be paid upon
any award from the date of the vote approving the proposed corporate action,
and the court may on application of any interested party determine the amount
of interest to be paid in the case of any stockholder.

Section 96. STOCKHOLDER DEMANDING PAYMENT FOR STOCK NOT ENTITLED TO NOTICE
TO STOCKHOLDERS' MEETINGS OR TO VOTE STOCK OR TO RECEIVE DIVIDENDS, ETC.;
EXCEPTIONS.--Any stockholder who has demanded payment for his stock as provided
in this chapter shall not thereafter be entitled to notice of any meeting of
stockholders or to vote such stock for any purpose and shall not be entitled to
the payment of dividends or other distribution on the stock (except dividends
or other distributions payable to stockholders of record at a date which is
prior to the date of the vote approving the proposed corporate action) unless:

(1) A bill shall not be filed within the time provided in section ninety;
(2) A bill, if filed, shall be dismissed as to such stockholder; or
(3) Such stockholder shall with the written approval of the corporation, or
in the case of a consolidation or merger, the resulting or surviving
corporation, deliver to it a written withdrawal of his objections to and an
acceptance of such corporate action.

Notwithstanding the provisions of clauses (1) to (3), inclusive, said
stockholder shall have only the rights of a stockholder who did not so demand
payment for his stock as provided in this chapter.

Section 97. CERTAIN SHARES PAID FOR BY CORPORATION TO HAVE STATUS OF
TREASURY STOCK, ETC.--The shares of the corporation paid for by the corporation
pursuant to the provisions of this chapter shall have the status of treasury
stock or in the case of a consolidation or merger the shares of the securities
of the resulting or surviving corporation into which the shares of such
objecting stockholder would have been converted had he not objected to such
consolidation or merger shall have the status of treasury stock or securities.

Section 98. ENFORCEMENT BY STOCKHOLDER OF RIGHT TO RECEIVE PAYMENT FOR HIS
SHARES TO BE EXCLUSIVE REMEDY; EXCEPTION.--The enforcement by a stockholder of
his right to receive payment for his shares in the manner provided in this
chapter shall be an exclusive remedy except that this chapter shall not exclude
the right of such stockholder to bring or maintain an appropriate proceeding to
obtain relief on the ground that such corporate action will be or is illegal or
fraudulent as to him.

A-3
<PAGE>

ANNEX B TO PROXY STATEMENT/PROSPECTUS

CERTIFICATE OF INCORPORATION
OF
MARCAM SOLUTIONS, INC.

* * * * * * * *

The undersigned, in order to form a corporation under and pursuant to the
provisions of the General Corporation Law of the State of Delaware, does hereby
certify as follows:

FIRST. The name of the corporation is Marcam Solutions, Inc. (the
"Corporation").

SECOND. The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, New Castle
County, Delaware 19801. The name of the registered agent at such address is The
Corporation Trust Company.

THIRD. The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.

FOURTH. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 35,000,000 shares, consisting of
30,000,000 shares of Common Stock, with a par value of $.01 per share (the
"Common Stock"), and 5,000,000 shares of Preferred Stock, with a par value of
$.01 per share (the "Preferred Stock").

The following is a statement of the designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof, in respect of the classes of stock of the Corporation:

A. PREFERRED STOCK

Shares of the Preferred Stock may be issued from time to time in one or
more classes or series. The Board of Directors of the Corporation shall have
authority to the fullest extent permitted under the General Corporation Law of
the State of Delaware to adopt resolutions from time to time fixing, for each
class or series of Preferred Stock, the voting powers, whether full, limited or
no voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and qualifications, or
restrictions thereof, and fixing, altering or reducing the number of shares
comprising any such class or series, subject to any requirements of the General
Corporation Law of the State of Delaware and the Corporation's certificate of
incorporation.

The authority of the Board of Directors with respect to each such class or
series shall include, without limitation of the foregoing, the right to
determine and fix the following preferences and powers, which may vary as
between different classes or series of Preferred Stock:

(a) the distinctive designation of such class or series and the number of
shares to constitute such class or series of Preferred Stock;

(b) the rate at which dividends, if any, on the shares of such class or
series of Preferred Stock shall be declared and paid, or set aside for
payment, whether dividends at the rate so determined shall be cumulative or
accruing, and whether the shares of such class or series shall be entitled
to any participating or other dividends in addition to dividends at the
rate so determined, and if so, on what terms;

(c) the right or obligation, if any, of the Corporation to redeem shares
of the particular class or series of Preferred Stock and, if redeemable,
the price, terms and manner of such redemption;

(d) the special and relative rights and preferences, if any, and the
amount or amounts per share, which the shares of such class or series of
Preferred Stock shall be entitled to receive upon any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation;

(e) the terms and conditions, if any, upon which shares of such class or
series of Preferred Stock shall be convertible into, or exchangeable for,
shares of capital stock of the Corporation of any other class or series,

B-1
<PAGE>

including the price or prices or the rate or rates of conversion or
exchange and the terms of adjustment, if any;

(f) the obligation, if any, of the Corporation to retire, redeem or
purchase shares of such class or series of Preferred Stock pursuant to a
sinking fund or fund of a similar nature or otherwise, and the terms and
conditions of such obligation;

(g) the voting rights, if any, including special voting rights with
respect to the election of directors and matters adversely affecting any
class or series of Preferred Stock;

(h) the limitations, if any, on the issuance of additional shares of such
class or series or any shares of any other class or series of Preferred
Stock; and

(i) such other preferences, powers, qualifications, special or relative
rights and privileges thereof as the Board of Directors of the Corporation
may deem advisable and are not inconsistent with law, the provisions of the
Corporation's certificate of incorporation or the provisions of any such
certificate of designation.

B. COMMON STOCK

1. Relative Rights of Preferred Stock and Common Stock. All preferences,
voting powers, relative, participating, optional or other special rights and
privileges, and qualifications, limitations, or restrictions of the Common
Stock are expressly made subject and subordinate to those that may be fixed
with respect to any shares of any class or series of the Preferred Stock.

2. Voting Rights. Except as otherwise required by the General Corporation
Law of the State of Delaware or the Corporation's certificate of incorporation,
each holder of shares of Common Stock shall have one vote in respect of each
share of Common Stock held by such stockholder of record on the books of the
Corporation for the election of directors and on all other matters submitted to
a vote of stockholders of the Corporation. Except as otherwise required by the
General Corporation Law of the State of Delaware or the Corporation's
certificate of incorporation or any certificate of designation filed in
accordance with the General Corporation Law of the State of Delaware with
respect to the designation of any class or series of Preferred Stock, the
holders of shares of Common Stock and Preferred Stock shall vote together as a
single class on all matters submitted to the stockholders for a vote.

3. Dividends. Subject to the preferential rights of the Preferred Stock,
if any, the holders of shares of Common Stock shall be entitled to receive,
when, as and if declared by the Board of Directors of the Corporation, out of
the assets of the Corporation which are by law available therefor, dividends
payable either in cash, in property or in shares of capital stock.

4. Dissolution, Liquidation or Winding Up. In the event of any
dissolution, liquidation or winding up of the affairs of the Corporation, after
distribution in full of the preferential amounts, if any, to be distributed to
the holders of shares of the Preferred Stock, the holders of shares of Common
Stock shall be entitled to receive all of the remaining assets of the
Corporation of whatever kind available for distribution to stockholders ratably
in proportion to the number of shares of Common Stock held by them
respectively, unless otherwise provided by law or the Corporation's certificate
of incorporation or in any certificate of designation filed in accordance with
the General Corporation Law of the State of Delaware with respect to the
designation of any class or series of Preferred Stock.

FIFTH. The name and mailing address of the Sole Incorporator is as
follows:

Name Mailing Address
- ---- ---------------
Mark H. Burnett Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, Massachusetts 02110

SIXTH. The Board of Directors of the Corporation is expressly authorized
to adopt, amend or repeal the by-laws of the Corporation, subject to any
limitation thereof contained in the by-laws. The stockholders shall also have
the power to adopt, amend or repeal the by-laws of the Corporation.

B-2
<PAGE>

The stockholders of the Corporation may not take any action by written
consent in lieu of a meeting.

Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes of the State of Delaware)
outside the State of Delaware at such place or places or as may be designated
from time to time by the Board of Directors or in the by-laws of the
Corporation.

Special meetings of stockholders may be called at any time only by the
President or the Chairman of the Board of Directors or by the Board of
Directors, and shall be called at any time by the Secretary or any Assistant
Secretary on written application of one or more stockholders who hold at least
forty percent (40%) of the voting power of all of the then outstanding shares
of the capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class. Business transacted
at any special meeting of stockholders shall be limited to matters relating to
the purpose or purposes stated in the notice of meeting.

SEVENTH.

1. Number of Directors. The number of directors which shall constitute the
whole Board of Directors shall be determined by resolution of a majority of the
Board of Directors, but in no event shall the number of directors be less than
one. The number of directors may be increased or decreased at any time and from
time to time by a majority of the directors then in office; provided, however,
that the number of directors may be decreased only to eliminate vacancies
existing by reason of the death, resignation, removal or expiration of the term
of one or more directors. Except as otherwise provided in the Corporation's
certificate of incorporation, the directors shall be elected at the annual
meeting of stockholders. Directors need not be stockholders of the Corporation.

2. Classes of Directors. The Board of Directors shall be divided into
three classes: Class I, Class II and Class III. Each such class shall be as
nearly equal in number of directors as possible, and no one class shall have
more than one director more than any other class.

3. Election of Directors. Elections of directors need not be by written
ballot except as and to the extent provided in the by-laws of the Corporation.

4. Terms of Office. Each director shall serve for a term ending on the
date of the third annual meeting of stockholders of the Corporation following
the annual meeting of stockholders of the Corporation at which such director
was elected; provided, however, that each initial director in Class I shall
serve for a term ending on the date of the first annual meeting of
stockholders; each initial director in Class II shall serve for a term ending
on the date of the second annual meeting of stockholders; and each initial
director in Class III shall serve for a term ending on the date of the third
annual meeting of stockholders.

5. Allocation of Directors Among Classes in the Event of Increases or
Decreases in the Number of Directors. In the event of any increase or decrease
in the authorized number of directors, (i) each director then serving as such
shall nevertheless continue as director of the class of which he or she is a
member until the expiration of such director's current term or his or her prior
death, resignation or removal and (ii) the newly created or eliminated
directorships resulting from such increase or decrease shall be apportioned by
the Board of Directors among the three classes of directors so as to ensure
that no one class has more than one director more than any other class. No
decrease in the number of directors constituting the whole Board of Directors
shall shorten the term of an incumbent director.

6. Tenure. Notwithstanding any provisions to the contrary contained in the
Corporation's certificate of incorporation, each director shall hold office
until his or her successor is elected and qualified, or until his or her
earlier death, resignation or removal.

7. Vacancies. Any vacancy in the Board of Directors, however occurring
(including a vacancy resulting from an enlargement of the Board of Directors),
may be filled by vote of a majority of the directors then in office, even if
less than a quorum, or by a sole remaining director. A director elected to fill
a vacancy shall be elected for the unexpired term of his or her predecessor in
office, if applicable, and a director chosen to fill a position resulting from
an increase in the number of directors shall hold office until the next
election of the class for which such director shall have been chosen.

B-3
<PAGE>

8. Quorum. A majority of the total number of the whole Board of Directors
shall constitute a quorum at all meetings of the Board of Directors. If one or
more of the directors shall be disqualified to vote at any meeting, then the
required quorum shall be reduced by one for each such director so disqualified;
provided, however, that in no case shall less than one-third (1/3) of the total
number of the whole Board of Directors fixed in accordance with this Article
SEVENTH constitute a quorum. In the absence of a quorum at any such meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice other than announcement at the meeting, until a quorum
shall be present.

9. Action at Meeting. At any meeting of the Board of Directors at which a
quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law or the
Corporation's certificate of incorporation or by-laws.

10. Removal. Any one or more or all of the directors may be removed only
for cause by the holders of at least eighty percent (80%) of the voting power
of all of the then outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class.

11. Stockholder Nominations and Introduction of Business, Etc. Advance
notice of stockholder nominations for election of directors and other business
to be brought by stockholders before a meeting of stockholders shall be given
in the manner provided in the by-laws of the Corporation.

12. Rights of Preferred Stock. The provisions of this Article SEVENTH are
subject to the rights of the holders of any class or series of Preferred Stock
from time to time outstanding.

EIGHTH. Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
Section 291 of the General Corporation Law of the State of Delaware or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under Section 279 of the General Corporation Law
of the State of Delaware order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise
or arrangement and to any reorganization of this Corporation as consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.

NINTH. No director of the Corporation shall be personal liability to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that such exemption from liability or
limitation thereof is not permitted at the time under General Corporation Law
of the State of Delaware. No amendment, modification or repeal of this Article
NINTH shall adversely affect any right or protection of a director of the
Corporation that exists immediately prior to the time of such amendment,
modification or repeal.

TENTH. The Corporation shall, to the maximum extent permitted from time to
time under the laws of the State of Delaware, indemnify and upon request shall
advance expenses to any person who is or was a party or is threatened to be
made a party to any threatened, pending or completed action, suit, proceeding
or claim, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was or has agreed to be a director or officer of the
Corporation or while a director or officer is or was serving at the request of
the Corporation as a director, officer, partner, trustee, employee or agent of
any corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against any and all
expenses (including attorney's fees and expenses), judgments, fines, penalties
and amounts paid in settlement or incurred in connection with the
investigation, preparation to defend or defense of such action, suit,
proceeding or claim; provided, however, that the foregoing shall not require
the Corporation to indemnify or advance expenses to any person in connection
with any action, suit, proceeding, claim or counterclaim initiated by or on
behalf of such person. Such indemnification shall not be exclusive of other
indemnification rights arising under any by-law, agreement, vote of directors
or stockholders or otherwise and shall inure to the benefit of the heirs and
legal representatives of such

B-4
<PAGE>

person. Any repeal or modification of the foregoing provisions of this Article
TENTH shall not adversely affect any right or protection of a director or
officer of this Corporation existing at the time of such repeal or modification

ELEVENTH. The Corporation reserves the right to amend or repeal any
provision contained in the Corporation's certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon a
stockholder herein are granted subject to this reservation. In addition to the
vote of the holders of any class or series of stock of the Corporation required
by law or by the Corporation's certificate of incorporation or a certificate of
designation with respect to a class or series of Preferred Stock, the
affirmative vote of the holders of shares of voting stock of the Corporation
representing at least eighty percent (80%) of the voting power of all of the
then outstanding shares of the capital stock of the Corporation entitled to
vote generally in the election of directors, voting together as a single class,
shall be required to (i) reduce or eliminate the number of authorized shares of
Common Stock or the number of authorized shares of Preferred Stock set forth in
Article FOURTH or (ii) amend or repeal, or adopt any provision inconsistent
with, Articles SIXTH, SEVENTH, NINTH, TENTH and this Article ELEVENTH of the
Corporation's certificate of incorporation.

I, THE UNDERSIGNED, being the Sole Incorporator hereinabove named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 30th day of May, 1997.

/s/ Mark H. Burnett
-----------------------------
Mark H. Burnett
Sole Incorporator

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<PAGE>

ANNEX C TO PROXY STATEMENT/PROSPECTUS

BY-LAWS
OF
MARCAM SOLUTIONS, INC.

ARTICLE 1--Stockholders

1.1 Place of Meetings. All meetings of stockholders shall be held at such
place within or without the State of Delaware as may be designated from time to
time by the Chairman of the Board (if any), the board of directors of the
Corporation (the "Board of Directors") or the President or, if not so
designated, at the registered office of the Corporation.

1.2 Annual Meeting. The annual meeting of stockholders for the election of
directors and for the transaction of such other business as may properly be
brought before the meeting shall be held on a date to be fixed by the Chairman
of the Board (if any), Board of Directors or the President (which date shall
not be a legal holiday in the place where the meeting is to be held) at the
time and place to be fixed by the Chairman of the Board, the Board of Directors
or the President and stated in the notice of the meeting.

1.3 Special Meetings. Special meetings of stockholders may be called at
any time only by the President or the Chairman of the Board of Directors or by
the Board of Directors, and shall be called at any time by the Secretary or any
Assistant Secretary on written application of one or more stockholders who hold
at least forty percent (40%) of the voting power of all of the then outstanding
shares of the capital stock of the Corporation entitled to vote generally in
the election of directors, voting together as a single class. Business
transacted at any special meeting of stockholders shall be limited to matters
relating to the purpose or purposes stated in the notice of meeting.

1.4 Notice of Meetings. Except as otherwise provided by law, written
notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting. The notices of all meetings
shall state the place, date and hour of the meeting. The notice of a special
meeting shall state, in addition, the purpose or purposes for which the meeting
is called. If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his or her address as it
appears on the records of the Corporation.

1.5 Voting List. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a
period of at least 10 days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place
of the meeting during the whole time of the meeting, and may be inspected by
any stockholder who is present. This list shall presumptively determine the
identity of the stockholders entitled to vote at the meeting and the number of
shares held by each of them.

1.6 Quorum. Except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws, the holders of a majority of the shares of the
capital stock of the Corporation issued and outstanding and entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business. Shares held by brokers which such
brokers are prohibited from voting (pursuant to their discretionary authority
on behalf of beneficial owners of such shares who have not submitted a proxy
with respect to such shares) on some or all of the matters before the
stockholders, but which shares would otherwise be entitled to vote at the
meeting ("Broker Non-Votes") shall be counted, for the purpose of determining
the presence or absence of a quorum, both (a) toward the total voting power of
the shares of capital stock of the Corporation and (b) as being represented by
proxy. If a quorum has been established for the purpose of conducting the
meeting, a quorum shall be deemed to be present for the purpose of all votes to
be conducted at such meeting, provided that where a separate vote by a class or
classes, or series thereof, is required, a majority of the voting power of the
shares of such class or classes, or series, present in person or represented by
proxy shall constitute a quorum entitled to take action with respect

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to that vote on that matter. If a quorum shall fail to attend any meeting, the
chairman of the meeting or the holders of a majority of the voting power of the
shares of stock entitled to vote who are present, in person or by proxy, may
adjourn the meeting to another place, date, or time.

1.7 Adjournments. Any meeting of stockholders may be adjourned to any
other time and to any other place at which a meeting of stockholders may be
held under these By-Laws by the stockholders present or represented at the
meeting and entitled to vote, although less than a quorum, or, if no
stockholder is present, by any officer entitled to preside at or to act as
Secretary of such meeting. It shall not be necessary to notify any stockholder
of any adjournment of less than 30 days if the time and place of the adjourned
meeting are announced at the meeting at which adjournment is taken, unless
after the adjournment a new record date is fixed for the adjourned meeting. At
the adjourned meeting, the Corporation may transact any business which might
have been transacted at the original meeting.

1.8 Voting and Proxies. At any meeting of the stockholders, each
stockholder shall have one vote for each share of stock entitled to vote at
such meeting held of record by such stockholder and a proportionate vote for
each fractional share so held, unless otherwise provided in the Certificate of
Incorporation. Each stockholder of record entitled to vote at a meeting of
stockholders, or to express consent or dissent to corporate action in writing
without a meeting, may vote or express such consent or dissent in person or may
authorize another person or persons to vote or act for such stockholder by
written proxy executed by such stockholder or his or her authorized agent or by
a transmission permitted by law and delivered to the Secretary of the
Corporation. No such proxy shall be voted or acted upon after three years from
the date of its execution, unless the proxy expressly provides for a longer
period. Any copy, facsimile telecommunication or other reliable reproduction of
the writing or transmission created pursuant to this Section 1.8 may be
substituted or used in lieu of the original writing or transmission for any and
all purposes for which the original writing or transmission could be used,
provided that such copy, facsimile telecommunication or reproduction shall be a
complete reproduction of the entire original writing or transmission.

The Corporation may, and to the extent required by law or the Certificate
of Incorporation, shall, in advance of any meeting of stockholders, appoint one
or more inspectors to act at such meeting and make a written report thereof.
The Corporation may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is able to
act at a meeting of stockholders, the person presiding at such meeting may, and
to the extent required by law or the Certificate of Incorporation, shall,
appoint one or more inspectors to act at such meeting. Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability.

1.9 Action at Meeting. When a quorum is present at any meeting of
stockholders, the affirmative vote of the holders of a majority of the stock
present in person or represented by proxy, entitled to vote and voting on a
matter (or where a separate vote by class or classes is required, the
affirmative vote of the majority of shares of such class or classes present in
person or represented by proxy at the meeting) shall decide any matter (other
than the election of Directors) brought before such meeting, unless the matter
is one upon which by express provision of law, the Certificate of Incorporation
or these By-Laws, a different vote is required, in which case such express
provision shall govern and control the decision of such matter. The stock of
holders who abstain from voting on any matter shall be deemed not to have been
voted on such matter. Directors shall be elected by a plurality of the votes of
the shares present in person or represented by proxy at the meeting, entitled
to vote and voting on the election of Directors.

1.10 Action without Meeting. Stockholders of the Corporation may not take
any action by written consent in lieu of a meeting.

ARTICLE 2--Directors

2.1 General Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors, who may exercise all of the powers of the
Corporation and do such lawful acts and things as are not by statute or by the
certificate of incorporation or these By-Laws directed or required to be
exercised or done by the stockholders.

2.2 Number of Directors. The number of directors which shall constitute
the whole Board of Directors shall be determined by resolution of a majority of
the Board of Directors, but in no event shall the number of directors be less
than one. The number of directors may be increased or decreased at any time and
from time to time by

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a majority of the directors then in office; provided, however, that the number
of directors may be decreased only to eliminate vacancies existing by reason of
the death, resignation, removal or expiration of the term of one or more
directors. Except as otherwise provided in the Corporation's certificate of
incorporation, the directors shall be elected at the annual meeting of
stockholders. Directors need not be stockholders of the Corporation.

2.3 Classes of Directors. The Board of Directors shall be divided into
three classes: Class I, Class II and Class III. Each such class shall be as
nearly equal in number of directors as possible, and no one class shall have
more than one director more than any other class.

2.4 Terms of Office. Each director shall serve for a term ending on the
date of the third annual meeting of stockholders of the Corporation following
the annual meeting of stockholders of the Corporation at which such director
was elected; provided, however, that each initial director in Class I shall
serve for a term ending on the date of the first annual meeting of
stockholders; each initial director in Class II shall serve for a term ending
on the date of the second annual meeting of stockholders; and each initial
director in Class III shall serve for a term ending on the date of the third
annual meeting of stockholders.

2.5 Allocation of Directors Among Classes in the Event of Increases or
Decreases in the Number of Directors. In the event of any increase or decrease
in the authorized number of directors, (i) each director then serving as such
shall nevertheless continue as director of the class of which he or she is a
member until the expiration of such director's current term or his or her prior
death, resignation or removal and (ii) the newly created or eliminated
directorships resulting from such increase or decrease shall be apportioned by
the Board of Directors among the three classes of directors so as to ensure
that no one class has more than one director more than any other class. No
decrease in the number of directors constituting the whole Board of Directors
shall shorten the term of an incumbent director.

2.6 Tenure. Notwithstanding any provisions to the contrary contained in
the Corporation's certificate of incorporation, each director shall hold office
until his or her successor is elected and qualified, or until his or her
earlier death, resignation or removal.

2.7 Vacancies. Any vacancy in the Board of Directors, however occurring
(including a vacancy resulting from an enlargement of the Board of Directors),
may be filled by vote of a majority of the directors then in office, even if
less than a quorum, or by a sole remaining director. A director elected to fill
a vacancy shall be elected for the unexpired term of his or her predecessor in
office, if applicable, and a director chosen to fill a position resulting from
an increase in the number of directors shall hold office until the next
election of the class for which such director shall have been chosen.

2.8 Resignation. Any director may resign by delivering his or her written
resignation to the Corporation at its principal office or to the President or
Secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some
other event.

2.9 Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place, either within or without the State
of Delaware, as shall be determined from time to time by the Board of
Directors; provided that any director who is absent when such a determination
is made shall be given notice of the determination.

2.10 Special Meetings. Special meetings of the Board of Directors may be
held at any time and place, within or without the State of Delaware, designated
in a call by the Chairman of the Board (if any), the President, two or more
directors, or by one director in the event that there is only a single director
in office.

2.11 Notice of Special Meetings. Notice of any special meeting of
directors shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting. Notice shall be duly given to each
director (i) by giving notice to such director in person or by telephone at
least 48 hours in advance of the meeting, (ii) by sending a telegram or
delivering written notice by facsimile transmission or by hand, to his or her
last known business or home address at least 48 hours in advance of the
meeting, or (iii) by mailing written notice to his or her last known business
or home address at least 72 hours in advance of the meeting. A notice or waiver
of notice of a meeting of the Board of Directors need not specify the purposes
of the meeting.

2.12 Meetings by Telephone Conference Calls. Directors or any members of
any committee designated by the Board of Directors may participate in a meeting
of the Board of Directors or such committee by means of

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conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation by
such means shall be deemed to constitute presence in person at such meeting.

2.13 Quorum. A majority of the total number of the whole Board of
Directors shall constitute a quorum at all meetings of the Board of Directors.
If one or more of the directors shall be disqualified to vote at any meeting,
then the required quorum shall be reduced by one for each such director so
disqualified; provided, however, that in no case shall less than one-third
(1/3) of the total number of the whole Board of Directors constitute a quorum.
In the absence of a quorum at any such meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice other
than announcement at the meeting, until a quorum shall be present.

2.14 Action at Meeting. At any meeting of the Board of Directors at which
a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law or
the Corporation's certificate of incorporation or By-Laws.

2.15 Action by Written Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee of the Board
of Directors may be taken without a meeting, if all members of the Board of
Directors or committee, as the case may be, consent to such action in writing,
and the written consents are filed with the minutes of proceedings of the Board
of Directors or committee.

2.16 Removal.Any one or more or all of the directors may be removed only
for cause by the holders of at least eighty percent (80%) of the voting power
of all of the then outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class.

2.17 Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of such committee. In the absence or disqualification of
a member of a committee, the member or members of such committee present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at such meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board of Directors and subject to the provisions of the
General Corporation Law of the State of Delaware, shall have and may exercise
all the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to the following
matters: (i) approving or adopting, or recommending to the stockholders, any
action or matter expressly required by law to be submitted to stockholders for
approval or (ii) adopting, amending or repealing the By-Laws of the Corporation
or any of them. Each such committee shall keep minutes and make such reports as
the Board of Directors may from time to time request. Except as the Board of
Directors may otherwise determine or as provided herein, any committee may make
rules for the conduct of its business, but unless otherwise provided by the
directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these By-Laws for the Board of
Directors.

2.18 Compensation of Directors. Directors may be paid such compensation
for their services and such reimbursement for expenses of attendance at
meetings as the Board of Directors may from time to time determine. No such
payment shall preclude any director from serving the Corporation or any of its
parent or subsidiary corporations in any other capacity and receiving
compensation for such service.

ARTICLE 3--Officers

3.1 Enumeration. The officers of the Corporation shall consist of a
President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors shall determine, including, but not limited
to, a Chairman of the Board, a Vice-Chairman of the Board, and one or more Vice
Presidents, Assistant Treasurers and Assistant Secretaries. The Board of
Directors may appoint such other officers as it may deem appropriate.

3.2 Election. The President, Treasurer and Secretary shall be elected
annually by the Board of Directors. Other officers may be appointed by the
Board of Directors at such meeting or at any other meeting.

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3.3 Qualification. No officer need be a stockholder. Any two or more
offices may be held by the same person.

3.4 Tenure. Except as otherwise provided by law, by the Certificate of
Incorporation or by these By-Laws, each officer shall hold office until his or
her successor is elected and qualified, unless a different term is specified in
the vote choosing or appointing such officer, or until his or her earlier
death, resignation or removal.

3.5 Resignation and Removal. Any officer may resign by delivering his or
her written resignation to the Chairman of the Board (if any), to the Board of
Directors at a meeting thereof, to the Corporation at its principal office or
to the President or Secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the happening
of some other event.

Any officer may be removed at any time, with or without cause, by vote of
a majority of the entire number of directors then in office.

Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer
for any period following his or her resignation or removal, or any right to
damages on account of such removal, whether his or her compensation be by the
month or by the year or otherwise, unless such compensation is expressly
provided in a duly authorized written agreement with the Corporation.

3.6 Vacancies. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Secretary. Each such successor shall hold office for the unexpired term of
his predecessor and until his or her successor is elected and qualified, or
until his or her earlier death, resignation or removal.

3.7 Chairman of the Board and Vice-Chairman of the Board. The Chairman of
the Board, if any, shall preside at all meetings of the Board of Directors and
stockholders at which he or she is present and shall perform such duties and
possess such powers as are designated by the Board of Directors. If the Board
of Directors appoints a Vice-Chairman of the Board, he or she shall, in the
absence or disability of the Chairman of the Board, perform the duties and
exercise the powers of the Chairman of the Board and shall perform such other
duties and possess such other powers as may from time to time be designated by
the Board of Directors.

3.8 President. The President shall, subject to the direction of the Board
of Directors, have general charge and supervision of the business of the
Corporation. Unless otherwise provided by the Board of Directors, the President
shall preside at all meetings of the stockholders, and, if a director, at all
meetings of the Board of Directors. Unless the Board of Directors has
designated another officer as the Chief Executive Officer, the President shall
be the chief executive officer of the Corporation. The President shall perform
such other duties and shall have such other powers as the Board of Directors
may from time to time prescribe. The President shall have the power to enter
into contracts and otherwise bind the Corporation in matters arising in the
ordinary course of the Corporation's business.

3.9 Vice Presidents. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the President may from time to
time prescribe. In the event of the absence, inability or refusal to act of the
President, the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Board of Directors) shall perform the
duties of the President and, when so performing, shall have all the powers of
and be subject to all the restrictions upon the President. The Board of
Directors may assign to any Vice President the title of Executive Vice
President, Senior Vice President or any other title selected by the Board of
Directors. Unless otherwise determined by the Board of Directors, any Vice
President shall have the power to enter into contracts and otherwise bind the
Corporation in matters arising in the ordinary course of the Corporation's
business.

3.10 Secretary and Assistant Secretaries. The Secretary shall perform such
duties and shall have such powers as the Board of Directors or the President
may from time to time prescribe. In addition, the Secretary shall perform such
duties and have such powers as are incident to the office of secretary,
including without limitation the duty and power to give notices of all meetings
of stockholders and special meetings of the Board of Directors, to attend all
meetings of stockholders and the Board of Directors and keep a record of the
proceedings, to maintain a stock ledger and prepare lists of stockholders and
their addresses as required, to be custodian of corporate records and the
corporate seal and to affix and attest to the same on documents.

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Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the President or the Secretary may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Secretary, the Assistant Secretary (or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary.

In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.

3.11 Treasurer and Assistant Treasurers. The Treasurer shall perform such
duties and shall have such powers as the Board of Directors or the President
may from time to time prescribe. In addition, the Treasurer shall perform such
duties and have such powers as are incident to the office of treasurer,
including without limitation the duty and power to keep and be responsible for
all funds and securities of the Corporation, to deposit funds of the
Corporation in depositories selected in accordance with these By-Laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts for such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
Corporation.

The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the President or the Treasurer may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Treasurer, the Assistant Treasurer (or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Treasurer.

3.12 Salaries. Officers of the Corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

3.13 Action with Respect to Securities of Other Corporations. Unless
otherwise directed by the Board of Directors, the President or any officer of
the Corporation authorized by the President shall have power to vote and
otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other corporation in which the Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other corporation.

ARTICLE 4--Capital Stock

4.1 Issuance of Stock. Unless otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the Corporation
or the whole or any part of any issued, authorized capital stock of the
Corporation held in its treasury may be issued, sold, transferred or otherwise
disposed of by vote of the Board of Directors in such manner, for such
consideration and on such terms as the Board of Directors may determine.

4.2 Certificates of Stock. Every holder of stock of the Corporation shall
be entitled to have a certificate, in such form as may be prescribed by law and
by the Board of Directors, certifying the number and class of shares owned by
such stockholder in the Corporation. Each such certificate shall be signed by,
or in the name of the Corporation by, the Chairman or Vice-Chairman, if any, of
the Board of Directors, or the President or a Vice President, and the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation. Any or all of the signatures on such certificate may be a
facsimile.

Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, the By-Laws,
applicable securities laws or any agreement among any number of shareholders or
among such holders and the Corporation shall have conspicuously noted on the
face or back of such certificate either the full text of such restriction or a
statement of the existence of such restriction.

4.3 Transfers. Except as otherwise established by rules and regulations
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the Corporation by the surrender to
the Corporation or its transfer agent of the certificate representing such
shares, properly endorsed or accompanied by a written assignment or power of
attorney properly executed, and with such proof of authority or the
authenticity of signature as the Corporation or its transfer agent may
reasonably require. Except as may be otherwise required by law, by the
Certificate of Incorporation or by these By-Laws, the Corporation shall be
entitled to treat the record holder of stock as shown on its books as the owner
of such stock for all purposes, including the payment of dividends and the
right to vote with respect to such stock, regardless of any transfer, pledge or
other disposition of such stock,

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until the shares have been transferred on the books of the Corporation in
accordance with the requirements of these By-Laws.

4.4 Lost, Stolen or Destroyed Certificates. The Corporation may issue a
new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen, or destroyed, upon such terms and conditions as the
President may prescribe, including the presentation of reasonable evidence of
such loss, theft or destruction and the giving of such indemnity as the
President may require for the protection of the Corporation or any transfer
agent or registrar.

4.5 Record Date. The Board of Directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action. Such record date shall not be more than 60 nor less than 10 days
before the date of such meeting, nor more than 60 days prior to any other
action to which such record date relates.

If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be the day on which the
first written consent is expressed. The record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating to such purpose.

A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.

ARTICLE 5--Indemnification

5.1 Actions other than by or in the Right of the Corporation. The
corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe his conduct was unlawful;
provided, however, that the foregoing shall not require the Corporation to
indemnify any person in connection with any action, suit, proceeding, claim or
counterclaim initiated by or on behalf of such person. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

5.2 Actions by or in the Right of the Corporation. The corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that
he or she is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit

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was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery of the State of Delaware or such other court shall deem proper.
Nothing in this Section 5.2 shall require the Corporation to indemnify any
person in connection with any action or suit initiated by or on behalf of such
person.

5.3 Success on the Merits. To the extent that any person described in
Section 5.1 or 5.2 herein has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in said Sections, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

5.4 Specific Authorization. Any indemnification under Section 5.1 or 5.2
herein (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of
any person described in said Sections is proper in the circumstances because he
has met the applicable standard of conduct set forth in said Sections. Such
determination shall be made (1) by the Board of Directors by a majority vote of
Directors who were not parties to such action, suit or proceeding (even though
less than a quorum), or (2) if there are no disinterested Directors or if a
majority of disinterested Directors so directs, by independent legal counsel
(who may be regular legal counsel to the corporation) in a written opinion, or
(3) by the stockholders of the corporation.

5.5 Advance Payment. Expenses incurred in defending a pending or
threatened civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of any person
described in said Section to repay such amount if it shall ultimately be
determined that he or she is not entitled to indemnification by the Corporation
as authorized herein.

5.6 Non-Exclusivity. The indemnification and advancement of expenses
provided by, or granted pursuant to, the other Sections of this Article 5 shall
not be deemed exclusive of any other rights to which those provided
indemnification or advancement of expenses may be entitled under any By-Law,
agreement, vote of stockholders or disinterested Directors or otherwise, both
as to action in his official capacity and as to action in another capacity
while holding such office.

5.7 Insurance. The Board of Directors may authorize, by a vote of the
majority of the full board, the Corporation to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability.

5.8 Continuation of Indemnification and Advancement of Expenses. The
indemnification and advancement of expenses provided by, or granted pursuant
to, this Article 5 shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

5.9 Severability. If any word, clause or provision of this Article 5 or
any award made hereunder shall for any reason be determined to be invalid, the
provisions hereof shall not otherwise be affected thereby but shall remain in
full force and effect.

5.10 Intent of Article. The intent of this Article 5 is to provide for
indemnification and advancement of expenses to the fullest extent permitted by
Section 145 of the General Corporation Law of Delaware. To the extent that such
Section or any successor section may be amended or supplemented from time to
time, this Article 5 shall be amended automatically and construed so as to
permit indemnification and advancement of expenses to the fullest extent from
time to time permitted by law.

ARTICLE 6--General Provisions

6.1 Fiscal Year. The fiscal year of the Corporation shall end on September
30 of each year or such other date as may be fixed by resolution of the Board
of Directors.

6.2 Corporate Seal. The corporate seal shall be in such form as shall be
approved by the Board of Directors.

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<PAGE>

6.3 Notices. Except as otherwise specifically provided herein or required
by law or the Certificate of Incorporation, all notices required to be given to
any stockholder, director or officer of the Corporation shall be in writing and
may in every instance be effectively given by hand delivery to the recipient
thereof, by depositing such notice in the mails, postage paid, or by sending
such notice by prepaid telegram or facsimile transmission. Any such notice
shall be addressed to such stockholder, director or officer at his or her last
known address as the same appears on the books of the Corporation. The time
when such notice is received shall be deemed to be the time of the giving of
the notice.

6.4 Waiver of Notice. Whenever any notice whatsoever is required to be
given by law, by the Certificate of Incorporation or by these By-Laws, a waiver
of such notice either in writing signed by the person entitled to such notice
or such person's duly authorized attorney, or by telegraph, facsimile
transmission or any other available method, whether before, at or after the
time stated in such waiver, or the appearance of such person or persons at such
meeting in person or by proxy, shall be deemed equivalent to such notice.

6.5 Evidence of Authority. A certificate by the Secretary, or an Assistant
Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
Corporation shall, as to all persons who rely on the certificate in good faith,
be conclusive evidence of such action.

6.6 Facsimile Signatures. In addition to the provisions for use of
facsimile signatures elsewhere specifically authorized in these By-Laws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.

6.7 Reliance upon Books, Reports and Records. Each director and each
member of any committee designated by the Board of Directors shall, in the
performance of his or her duties, be fully protected in relying in good faith
upon the records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its officers or
employees or committees of the Board of Directors, or by any other person as to
matters which such director or committee member reasonably believes are within
such other person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the Corporation.

6.8 Time Periods. In applying any provision of these By-Laws that requires
that an act be done or not be done a specified number of days prior to an event
or that an act be done during a period of a specified number of days prior to
an event, calendar days shall be used, the day of the doing of the act shall be
excluded, and the day of the event shall be included.

6.9 Certificate of Incorporation. All references in these By-Laws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the Corporation, as amended and in effect from time to time.

6.10 Transactions with Interested Parties. No contract or transaction
between the Corporation and one or more of the directors or officers, or
between the Corporation and any other corporation, partnership, association, or
other organization in which one or more of the directors or officers are
directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because such director or officer is present
at or participates in the meeting of the Board of Directors or a committee of
the Board of Directors which authorizes the contract or transaction or solely
because his, her or their votes are counted for such purpose, if:

(1) The material facts as to his or her relationship or interest and as
to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board or committee in good faith
authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum;

(2) The material facts as to his or her relationship or interest and as
to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or

(3) The contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the Board of Directors, a
committee of the Board of Directors, or the stockholders.

Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

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6.11 Severability. Any determination that any provision of these By-Laws
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-Laws.

6.12 Pronouns. All pronouns used in these By-Laws shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of
the persons or persons so designated may require.

ARTICLE 7--Amendments

7.1 By the Board of Directors. Except as is otherwise set forth in these
By-Laws, these By-Laws may be altered, amended or repealed, or new by-laws may
be adopted, by the affirmative vote of a majority of the directors present at
any regular or special meeting of the Board of Directors at which a quorum is
present.

7.2 By the Stockholders. These By-Laws may be altered, amended or repealed
or new by-laws may be adopted by the affirmative vote of a majority of the
shares of the capital stock of the Corporation issued and outstanding and
entitled to vote at any regular meeting of stockholders, or at any special
meeting of stockholders, provided notice of such alteration, amendment, repeal
or adoption of new by-laws shall have been stated in the notice of such special
meeting.

* * *

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<PAGE>

MARCAM CORPORATION
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 17, 1997

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS

P
R
O
X
Y

The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Stockholders and Proxy Statement/Prospectus, each dated June
16, 1997, and hereby appoints Michael J. Quinlan and Diane R. Tormey, and
each of them, proxies and attorneys-in-fact, with full power to each of
substitution and resubstitution, on behalf and in the name of the
undersigned, to represent the undersigned at the Special Meeting of
Stockholders of MARCAM CORPORATION (the "Company") to be held at the
offices of Testa, Hurwitz & Thibeault, LLP, 20th Floor, High Street
Tower, 125 High Street, Boston, Massachusetts 02110 on July 17, 1997 at
9:30 a.m. (Boston time) and any adjournment(s) or postponement(s)
thereof, revoking all previous proxies, with all powers the undersigned
would possess if present, and to vote all shares of the capital stock of
the Company which the undersigned would be entitled to vote, if then and
there personally present, upon the following matters proposed by the
Company:

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

----------------
SEE REVERSE SIDE
----------------
<PAGE>

[Reverse Side of Proxy Card]

[X] Please mark
votes as in
this example

1. To consider and vote upon a proposal to approve the distribution by the
Company of all of the outstanding shares of common stock of Marcam
Solutions, Inc., a Delaware corporation and wholly owned subsidiary of the
Company ("Marcam Solutions"), to the Company's stockholders on the record
date for the distribution and certain related asset transfers and
reorganization transactions, including the transfer by the Company to
Marcam Solutions of the business, assets and liabilities of the portion of
the Company's business relating to the PRISM, Protean and Avantis product
lines and of an aggregate of $39 million in cash.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

2. To consider and vote upon a proposal to approve an amendment to the
Company's Restated Articles of Organization to change the Company's name
from "Marcam Corporation" to "MAPICS, Inc."

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

3. To consider and vote upon a proposal to approve an amendment to the
Company's Restated Articles of Organization to increase the number of
shares of Common Stock the Company is authorized to issue from 30,000,000
shares to 50,000,000 shares.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

-----------------------------
MARK HERE
FOR ADDRESS [ ] -----------------------------
CHANGE AND
NOTE CHANGE -----------------------------

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" EACH OF THE
FOREGOING MATTERS AND ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
SPECIAL MEETING AS SAID PROXIES, IN THEIR SOLE DISCRETION, DEEM ADVISABLE.

Signature: -------------- Date: ------- Signature: -------------- Date:-------

Please sign exactly as name appears on the books of the Company. When shares
are held by joint tenants or as community property, both should sign. State
full title when signing as executor, administrator, trustee or guardian, etc.
If a corporation, this signature should be that of an authorized officer who
should state his or her title. Please promptly return the signed proxy in the
enclosed envelope.

<PAGE>