BOCA RESEARCH INC, 10-Q, 2000-11-14

BOCA RESEARCH INC
10-Q, 2000-11-14
TELEPHONE & TELEGRAPH APPARATUS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended Commission File Number 0-21138
September 30, 2000

INPRIMIS, INC.
(Exact name of registrant as specified in its charter)

Florida 59-2479377
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

1601 Clint Moore Road
Boca Raton, Florida
(Address of principal 33487
executive offices) (Zip Code)

(561) 997-6227
(Registrant's telephone number, including area code)

Boca Research, Inc.
(Former name, former address and former fiscal year
if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes X No___

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

Outstanding as of
Class November 6, 2000
----- ----------------
Common stock, par value 11,608,788
$.01 per share

1
<PAGE>

INPRIMIS, INC.
Form 10-Q for the Quarter Ended September 30, 2000

INDEX
Page
----
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements

Condensed Consolidated Balance Sheets
(unaudited) as of September 30, 2000 and
December 31, 1999............................... 3

Condensed Consolidated Statements of
Operations (unaudited) for the three and nine
months ended September 30, 2000 and 1999 ....... 4

Condensed Consolidated Statements of
Cash Flows (unaudited) for the nine
months ended September 30, 2000 and 1999........ 5

Notes to Condensed Consolidated
Financial Statements (unaudited)................ 6

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations......................................... 13

Part II. OTHER INFORMATION
Item 1. Legal Proceedings................................ 23

Items 2-3. Not applicable................................... 23

Item 4. Submission of Matters to a Vote of
Security Holders................................ 23

Item 5. Other Information................................ 23

Item 6. Exhibits and Reports on Form 8-K................. 23

Signatures................................................... 24

2
<PAGE>

PART I. Item 1.

INPRIMIS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands except share data)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
--------------- ----------------

ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents................................ $ 7,421 $ 11,819
Accounts receivables, net................................ 2,378 3,623
Inventory, net........................................... -- 3,672
Prepaid expenses and other current assets................ 868 789
-------- --------
Total current assets................................... 10,667 19,903
Property and equipment, net................................ 1,002 2,039
Goodwill and other intangible assets....................... -- 3,369
Other assets............................................... 957 1,177
-------- --------
Total assets......................................... $ 12,626 $ 26,488
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable......................................... $ 1,958 $ 4,444
Deferred revenue......................................... 317 586
Accrued expenses and other current liabilities........... 4,491 3,619
-------- --------
Total current liabilities.............................. 6,766 8,649
-------- --------
Deferred revenue........................................... -- 16
-------- --------

Other non-current liabilities.............................. 500 500
-------- --------
Stockholders' equity:
Common stock, 25,000,000 $.01 par value shares
authorized, 11,608,788 issued and outstanding
at September 30, 2000, 11,475,793 issued and
outstanding at December 31, 1999........................ 116 115
Additional paid-in capital............................... 40,017 39,516
Deficit.................................................. (34,773) (22,308)
--------- ---------
Total stockholders' equity............................. 5,360 17,323
-------- --------
Total liabilities and stockholders' equity........... $ 12,626 $ 26,488
======== ========
</TABLE>

See notes to condensed consolidated financial statements.

3
<PAGE>

INPRIMIS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands except per share data)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
------------------- -------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales........................................ $ 4,173 $ 7,719 $ 12,265 $ 27,167
Cost of goods sold............................... 2,836 7,496 10,955 24,404
------ ------ ------ ------
Gross profit................................ 1,337 223 1,310 2,763
------ ------ ------ ------
Operating expenses:
Research and development.................... 433 849 2,004 2,823
Selling, general and administrative......... 1,757 4,429 8,986 13,733
Asset impairment and other charges.......... -- -- 4,633 --
------ ------ ------ ------
Total operating expenses.................... 2,190 5,278 15,623 16,556
------ ------ ------ ------
Loss from operations............................. (853) (5,055) (14,313) (13,793)
Non-operating income, net........................ 442 223 1,849 326
------ ------ ------ -------
Loss before income taxes ........................ (411) (4,832) (12,464) (13,467)
Income taxes .................................... -- 1 2 7
------ ------ ------ --------
Net loss......................................... $ (411) $ (4,833) $ (12,466) $ (13,474)
======= ======= ======== ========
Net loss per share (Basic and Diluted)........... $ ( 0.04) $ ( 0.45) $ (1.08) $ (1.39)
======= ======= ======== ========
Weighted average
shares outstanding............................. 11,609 10,764 11,579 9,671
====== ====== ====== =====
</TABLE>

See notes to condensed consolidated financial statements.

4
<PAGE>

INPRIMIS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Nine Months
Ended September 30,
-------------------
2000 1999
---- ----
<S> <C> <C>
Cash provided by (used in):
Operating activities:
Net loss.......................................................... $(12,466) $(13,474)
Adjustments for non-cash charges.................................. 1,523 2,209
Adjustment for asset impairment and other charges................. 4,633 --
Gain on sale of shares received under marketing
agreement and shares in foreign investment....................... (1,194) --
Gain on sale of fixed assets...................................... (292) --
Changes in assets and liabilities................................. 1,812 8,768
------- -------
Net cash used in operating activities........................... (5,984) (2,497)
------- -------
Investing activities:
Cash paid for acquisition......................................... -- (2,800)
Proceeds from sale of shares received under marketing
agreement and shares in foreign investment....................... 1,470 --
Proceeds from sale of fixed assets................................ 715 --
Capital expenditures.............................................. (1,101) (365)
------- -------
Net cash provided by (used in) investing activities............. 1,084 (3,165)
------ -------
Financing activities - Issuance of common stock......................... 502 13,401
------ ------
Net (decrease) increase in cash and cash equivalents.................... (4,398) 7,739
Cash and cash equivalents, beginning of period.......................... 11,819 6,959
------ ------
Cash and cash equivalents, end of period................................ $ 7,421 $ 14,698
====== ======
</TABLE>

See notes to condensed consolidated financial statements.

5
<PAGE>

INPRIMIS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Basis of Presentation

The condensed consolidated financial statements have been prepared by
Inprimis, Inc. and subsidiaries, formerly Boca Research, Inc., (the "Company")
in accordance with the rules and regulations of the Securities and Exchange
Commission regarding interim financial reporting and, accordingly, they do not
include all of the information and disclosures required by generally accepted
accounting principles. In the opinion of management, the condensed consolidated
financial statements contain all adjustments (consisting of normal recurring
accruals) necessary to present fairly the financial position of the Company as
of September 30, 2000, the results of its operations for the three and nine
month periods ended September 30, 2000, and 1999, and its cash flows for the
nine month periods ended September 30, 2000, and 1999. These results have been
determined on the basis of generally accepted accounting principles and
practices applied consistently with those used in the preparation of the
Company's 1999 audited consolidated financial statements.

The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has experienced net
operating losses since 1997 and as of September 30, 2000, had an accumulated
deficit of $34.8 million. Cash used in operations for the nine months ended
September 30, 2000 was $6.0 million. Such conditions may indicate that the
Company may be unable to continue as a going concern for a reasonable period of
time. The Company has implemented efforts to bring the Company's expense
structure in line with the reduced revenue levels being achieved. Although there
can be no assurances that the Company will return to profitable operation in the
near term, management believes that existing cash balances and cash generated
from operations will be sufficient to meet its liquidity and capital needs for
the next twelve months. However, there can be no assurances that the Company
will succeed in achieving its goals, and its failure to do so would have a
material adverse effect on its business, prospects, financial condition and
operating results and the Company's ability to continue as a going concern. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classifications of liabilities that might be necessary should the Company be
unable to continue as a going concern.

The accompanying financial statements should be read in conjunction with
the Company's most recent audited consolidated financial statements and notes
thereto for the year ended December 31, 1999. The results of operations for the
three and nine month periods ended September 30, 2000, are not necessarily
indicative of the results to be expected for the full year.

Certain prior year amounts have been reclassified to conform to the
current presentation.

6
<PAGE>

INPRIMIS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)
(Unaudited)

Recent Developments and Subsequent Events

The Company embarked upon a plan in early 2000 to transition from being
primarily a data communications products manufacturer to its new focus on
providing software and systems solutions-based services. The Company had
previously announced that it was exiting the data communications business. In
conjunction with this transition, the Company decided to change the name of the
Company from Boca Research, Inc. to Inprimis, Inc. The Company's data
communications sales continued to decline in the three months ended September
30, 2000, and the Company expects insignificant sales of data communication
products in the fourth quarter ending December 31, 2000. The Company has
eliminated its purchase orders for new products from Boundless Manufacturing
Services, Inc. ("Boundless"), the manufacturing subcontractor utilized by the
Company. Procurement of new data communications products was eliminated by
September 30, 2000. The Company previously announced the sale of certain assets
to Zoom Telephonics, Inc. ("Zoom") which is providing the Company with a smooth
and customer oriented transition out of the analog modem business. These actions
resulted in the Company determining that the goodwill and tradenames related to
the data communications business had been impaired as of June 30, 2000, and the
Company recorded a charge to operations of $2,683,000 in the second quarter of
2000. The elimination of new purchase orders to Boundless will result in the
Company's falling short of the guarantee purchase commitments under the Supply
Agreement (the "Supply Agreement") between the Company and Boundless. Although
purchases by Zoom from Boundless of the Company's products relating to the
analog business may mitigate the shortfall, (see "Agreement between Boca
Research, Inc. and Zoom Telephonics" and "Commitments and Contingencies"), the
Company had estimated that this shortfall would be $1,950,000 and had taken a
charge to operations for this amount in the second quarter ended June 30, 2000.
As of October 31, 2000, Zoom had not made any commitments to manufacture the
Company's products at Boundless.

The charges to operations relating to impairment of goodwill and
tradenames and the shortfall for the guarantee purchase commitment are recorded
under "Asset impairment and other charges" in the Condensed Consolidated
Statements of Operations for the nine months ended September 30, 2000. The
Company will continue to discharge its warranty obligation on all products sold.
The warranty obligation is included within the caption "Accrued expenses and
other current liabilities" in the condensed consolidated balance sheets.

Agreement between Boca Research, Inc. and Zoom Telephonics

As previously reported, on July 28, 2000, the Company concluded a
definitive agreement with Zoom (the "Agreement") pursuant to which Zoom acquired
certain of the Company's assets, including selected trademarks such as Global
Village(TM), rights to Global Village and Boca Research branded products, and
certain Web domain names. Under the Agreement, the Company

7
<PAGE>

INPRIMIS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)
(Unaudited)

continues to support all the products it has already shipped or will be shipping
and will remain responsible for warranty, returns and technical support for
these products. The Company will outsource technical support to Zoom in order to
provide customers with a single point of contact. Zoom, acting as a master
distributor, has the right to sell products from the Company's inventory,
utilizing the Global Village and Boca Research brand names. Zoom has the right
to introduce new products within both product lines. In general, except for
minor royalty payments, no payment will be received except that the Company is
entitled to be paid a purchase price based on the sales performance schedule as
follows: $500,000 if sales by Zoom of the Company's existing product lines over
the following 12 months exceed $12 million; $1.0 million if sales by Zoom of the
Company's existing product lines over the following 12 months exceeds $19
million; and $2.0 million if sales by Zoom of the Company's existing product
lines over the following 12 months exceeds $24 million. The determination of the
purchase price was arrived at by negotiation among the parties. Net sales by the
Company of its analog modem and other PC peripheral products for the quarters
ended March 31, 2000, June 30, 2000, and September 30, 2000, were $4.3 million,
$2.7 million, and $2.1 million respectively. If Zoom manufactures the Company's
products at Boundless, the Company will receive credit against the Company's
minimum guarantee commitment. As of October 31, 2000, Zoom had not made any
commitments to manufacture the Company's products at Boundless.

Supplemental Cash Flow Information

Net cash payments (refunds) for income taxes were $2,000 and
($2,044,000) for the nine month periods ended September 30, 2000 and 1999,
respectively. Interest payments of $0 and $185,000 were made in the nine months
ended September 30, 2000 and 1999, respectively.

Comprehensive Income (Loss)

Comprehensive income includes all changes in equity during a period
except those resulting from investment by owners and distributions to owners.
The Company's comprehensive income (loss) equals its net loss for the three and
nine months ended September 30, 2000 and 1999, and net loss is the only
component of comprehensive income (loss) for such periods.

Fair Value of Financial Instruments

The carrying value of cash, accounts receivable, accounts payable, and
accrued expenses and other current liabilities approximates fair value.

8
<PAGE>

INPRIMIS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)
(Unaudited)

Current Assets

Accounts receivable are included in the condensed consolidated balance
sheets net of allowances and consist of the following (in thousands):

<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
----------------- ------------
<S> <C> <C>
Accounts receivable................................... $ 4,103 $ 7,711
Allowance for sales returns, allowances and
price protection.................................... (600) (2,007)
Allowance for doubtful accounts....................... (1,125) (2,081)
--------- -------
$ 2,378 $ 3,623
========= =======
</TABLE>

At September 30, 2000, the Company had sold its 20% ownership interest
in PowerTel, a joint venture in India. Sales to this related party in the nine
months ended September 30, 2000 and 1999 were $0 and $72,000, respectively.
During July 2000, the Company closed on the sale of its interest in PowerTel and
received net proceeds of $314,000, resulting in a gain of $238,000. This net
gain is reflected in "Non-operating income, net" in the condensed consolidated
statement of operations for the three and nine months ended September 30, 2000.

Inventories included in the condensed consolidated balance sheets
consist of the following (in thousands):

September 30, December 31,
2000 1999
------------- ------------
Raw materials......................... $ 1,297 $ 4,378
Work in process....................... -- 1,053
Finished goods........................ 1,617 3,351
Inventory allowances.................. (2,914) (5,110)
------------- -------------
$ -- $ 3,672
============= =============

Property and Equipment

Property and equipment is included in the condensed consolidated balance
sheets, net of accumulated depreciation of $2.1 million at September 30, 2000
and $11.7 million at December 31, 1999.

9
<PAGE>
INPRIMIS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)
(Unaudited)

Deferred Revenue

Revenue from engineering services contracts is recognized as the work is
performed using the percentage of completion method. Revenue from product
licensing or software royalties is recognized as earned in accordance with the
terms of the contracts. Amounts received but unearned are recorded as deferred
revenue.

Line of Credit

The Company had a two-year collateralized revolving line of credit
agreement which originally expired on November 9, 2000, and permitted borrowings
of the lesser of $5 million or 60% of qualified accounts receivable and 20% of
eligible inventory. During March 2000, the Company's total credit limit under
the loan agreement was reduced from $5 million to $2.5 million. The interest
rate during the second year of the agreement was 1/2% in excess of the prime
rate. The loan agreement required the Company to maintain certain financial
ratios, limited the incurrence of additional debt, and prohibited payment of
dividends without the lender's consent. No borrowings were outstanding as of
December 31, 1999 or September 30, 2000. The line of credit was terminated early
on October 6, 2000, and the Company does not currently intend to replace it.

Commitments and Contingencies

On March 3, 2000, the Company completed the sale of certain of its assets
(the "Purchased Assets") relating to its manufacturing operations at 1377 Clint
Moore Road for the manufacture of products, including modems, to Boundless
Manufacturing Services, Inc. ("Boundless"), a wholly owned subsidiary of
Boundless Corporation, for $1,700,000 in cash and notes (the "Boundless
Transaction"). The sale was part of the Company's efforts to improve gross
margins and resulted in a gain of $277,000. In accordance with the terms of the
Asset Purchase Agreement between the Company and Boundless Technologies, Inc.,
which was assigned to Boundless on the closing of the transaction, Boundless
paid the Company $700,000 in cash and Boundless issued to the Company a 6%
promissory note (the "Note") in the principal amount of $1,000,000 to be paid in
eight equal installments of $125,000 plus accrued interest commencing on June 1,
2000, and on the first business day of every third month thereafter, until paid
in full. The obligations of Boundless under the Note are guaranteed by Boundless
Technologies, Inc. and Boundless Corporation. Additionally, concurrent with the
closing of the Boundless Transaction, the Company entered into a Supply
Agreement with Boundless (the "Supply Agreement") pursuant to which the Company
agreed to outsource the manufacture of certain products to Boundless for a
period of two years.

10
<PAGE>

INPRIMIS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)
(Unaudited)

Under the Supply Agreement, the Company guarantees that it will
purchase products resulting in proceeds to Boundless exclusive of costs of
materials, of at least $3,775,000 during the first year of the term of the
Supply Agreement. To the extent the Company falls short of the cumulative
prorated amount guaranteed in any of the four 90 day periods subsequent to March
3, 2000, the amount of the shortfall would be due within 30 days after the end
of the 90 day period in which the shortfall occurred. As noted under "Recent
Developments and Subsequent Events," the Company eliminated its purchase of data
communications products from Boundless and has estimated that there will be a
shortfall in meeting its contractual purchase commitment of $1,950,000. The
calculation of the shortfall in the purchase commitment took into consideration
the Company's purchase requirements for data communications products through
September 30, 2000, the use of Boundless to fulfill the Company's obligations
for warranty repairs, and other opportunities to satisfy the purchase
requirements that are afforded by the contract with Boundless. As of September
30, 2000, no payments had been made to adjust the original amount of the
contractual purchase commitment liability. In the event of any default under the
Note, the Company is entitled to offset any amounts due to Boundless under the
Supply Agreement. There is no minimum purchase obligation during the second year
of the Supply Agreement.

The Company receives communications from time to time alleging that
certain of the Company's products infringe the patent rights of other third
parties. The Company cannot predict the outcome of any such claim which may
arise in the future, or the effect of any such claim on the Company's operating
results or financial condition.

The Company has been named a co-defendant in an action brought in the
United States District Court for the District of Massachusetts, by NEC
Technologies, Inc. ("NEC"). The suit alleges that the Company supplied modem
hardware to NEC, which was combined by NEC with software supplied by another
co-defendant, Ring Zero Systems, Inc. NEC was subsequently sued for patent
infringement by PhoneTel Communications, Inc. ("PhoneTel"), allegedly as a
result of NEC's combination of modem hardware and software supplied by the
vendors in its personal computer products. NEC alleges that the Company and Ring
Zero are obligated to indemnify NEC for NEC's costs of defense and settlement of
the PhoneTel suit, in the amount of $327,000. This action was dismissed without
prejudice on April 25, 2000; however, the reason for the dismissal was entirely
procedural, and there has been no resolution of the substantive dispute. The
Company anticipates that NEC will refile this action in an appropriate
jurisdiction in the near future. The Company continues to evaluate the claim,
but does not presently believe the claim will have a material adverse effect on
the Company's operating results and financial condition.

The Company and its Boca Global, Inc. subsidiary have been named
co-defendants in an action brought in the District Court of South Dakota, by
Gateway, Inc. ("Gateway"). Global Village, Inc. had contracted to supply its
FaxWorks software to be bundled with Gateway PCs. Gateway's complaint against
the Company and Boca Global, Inc. alleges that either or both of

11
<PAGE>

INPRIMIS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (cont'd)
(Unaudited)

these entities assumed the liabilities of Global Village, Inc. with respect to
the FaxWorks product. Gateway reportedly will pay between $5 million and $6
million to settle litigation brought by PhoneTel, for which Gateway is seeking
indemnification from the Company, Boca Global, Inc., and an unrelated
co-defendant. While the Company believes it will be able to assert numerous
defenses to liability, the Company is unable to estimate what impact, if any,
this claim will have upon the Company's financial statements, given the
preliminary nature of the claim.

Stockholders' Equity

During the nine month period ended September 30, 2000, 132,995 shares
were issued in connection with the exercise of options granted under the
Company's stock option plans and with purchases by employees through the
Employee Stock Purchase Plan. The aggregate proceeds received from these
exercises were $502,000.

Stock Option Plan

During the nine month period ended September 30, 2000, the Company
granted options to purchase 720,420 shares at prices ranging from $2.91 to $7.69
to both new and existing employees. During the nine month period ended September
30, 2000, options to purchase 230,171 shares were canceled.

Recently Issued Accounting Pronouncements

In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") No. 101 "Revenue Recognition" which provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements filed with the SEC. SAB No. 101 is applicable beginning with the
Company's fourth quarter consolidated financial statements. Based on
management's current analysis of SAB No. 101, management does not believe it
will have a material impact on the financial results of the Company.

12
<PAGE>

Item 2.
INPRIMIS, INC.

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

This report on Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
23E of the Securities Act of 1934, as amended. These statements relate to future
events or future financial performance. Any statements contained in this report
that are not statements of historical fact may be deemed to be forward-looking
statements. In some cases, forward-looking statements can be identified by
terminology such as "may," "will," "should," "expect," "plan," "anticipate,"
"intend", "believe," "estimate," "predict," "potential" or "continue," or the
negative of such terms or other comparable terminology. These statements are
only predictions. Actual events or results may differ materially.

Although the Company believes that the expectations reflected in the
forward-looking statements are reasonable, the Company cannot guarantee future
results, levels of activity, performance or achievements. Moreover, neither the
Company, nor any other entity, assumes responsibility for the accuracy and
completeness of the forward-looking statements. The Company is under no
obligation to update any of the forward-looking statements after the filing of
this Form 10-Q to conform such statements to actual results or to changes in the
Company's expectations.

The following discussion should be read in conjunction with the
Company's financial statements, related notes and the other financial
information appearing elsewhere in this Form 10-Q. Readers are also urged to
carefully review and consider the various disclosures made by the Company which
attempt to advise interested parties of the factors which affect the Company's
business, including without limitation, the disclosures made under the caption
"Certain Factors That May Affect Future Performance."

13
<PAGE>

As an aid to reviewing the Company's results of operations for the three
and nine months ended September 30, 2000 and 1999, the following table sets
forth the financial information as a percentage of net sales and as a percent of
change when compared to the earlier period:
<TABLE>
<CAPTION>
Three Months ended Nine Months ended
September 30, Percent September 30, Percent
2000 1999 Change 2000 1999 Change
---- ---- ------ ---- ---- ------
<S> <C> <C> <C> <C> <C> <C>
Net sales................................... 100.0 % 100.0 % (45.9) % 100.0 % 100.0 % (54.9)%
Cost of goods sold.......................... 68.0 97.1 (62.2) 89.3 89.8 (55.1)
----- ---- ----- -----
Gross profit ........................ 32.0 2.9 499.6 10.7 10.2 (52.6)
----- ----- ----- -----
Operating expenses:
Research and development.................. 10.4 11.0 (49.0) 16.3 10.4 (29.0)
Selling, general and administrative....... 42.0 57.4 (60.3) 73.3 50.6 (34.6)
Asset impairment and other charges........ -- -- * 37.8 -- *
----- ----- ----- -----
Total operating expenses............ 52.4 68.4 (58.5) 127.4 61.0 (5.6)
----- ----- ----- -----
Loss from operations........................ (20.4) (65.5) (83.1) (116.7) (50.8) 3.8
Non-operating income, net................... 10.6 2.9 98.2 15.1 1.2 467.2
----- ----- ------ -----
Loss before income taxes .................. (9.8) (62.6) (91.5) (101.6) (49.6) (7.4)
Income taxes ............................... -- -- * -- -- *
----- ------ ------ -----
Net loss.................................... (9.8) % (62.6) % (91.5)% (101.6) % (49.6) % (7.5)%
====== ====== ======= ======
* Not meaningful
</TABLE>

Results of Operations

Net Sales. The Company's net sales decreased 45.9% to $4.2 million in
the three months ended September 30, 2000 from $7.7 million in the three months
ended September 30, 1999. For the nine months ended September 30, 2000, net
sales decreased 54.9% to $12.3 million from $27.2 million for the comparable
period in 1999. Sales in the three and nine month periods ended September 30,
2000 versus the comparable period in 1999 are shown by product category as
follows:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
-------------------- --------------------
2000 1999 2000 1999
---- ---- ---- ----
(In Millions) (In Millions)
------------- -------------
<S> <C> <C> <C> <C>
Data Communications........................................... $ 1.6 $ 6.1 $ 7.1 $ 21.5
Custom Manufacturing.......................................... -- -- 0.1 0.5
Networking.................................................... -- -- -- 0.4
Video Graphics................................................ -- -- -- 0.1
I/O, IDE, & Multiport........................................ 0.4 1.2 1.7 3.0
Video Conferencing............................................ -- -- -- 0.3
Internet Access Device, Thin Client........................... 0.2 0.2 0.3 0.8
Engineering Services.......................................... 2.0 0.2 3.1 0.6
------ ------ ------ ------
$ 4.2 $ 7.7 $ 12.3 $ 27.2
====== ====== ====== ======
</TABLE>

14
<PAGE>

The sales decrease was primarily attributable to data communications
products. Sales of data communication products were adversely affected by
industry-wide lower sales, pricing pressure, and the decision to exit the data
communications business.

With respect to the Global Village branded product, net sales decreased
to $869,000 and $4.3 million in the three and nine month periods ended September
30, 2000 as compared to net sales of $3.5 million and $11.0 million in the
comparable periods of 1999. The inclusion of non-Global Village brand modems
with certain models being sold by Apple Computer, Inc. continued to negatively
impact sales of Global Village modems along with the decision by the Company to
exit the data communications business.

Engineering services revenue for the three months ended September 30,
2000, consisted primarily of $1.3 million for contract engineering, $394,000 in
royalties from licensing the Company's Internet appliance reference design, and
$269,000 from prototype and product sales arising from engineering contracts.
For the nine months ended September 30, 2000, engineering services revenue
consisted primarily of $2.0 million for contract engineering, $800,000 in
royalties from licensing the Company's Internet appliance reference design, and
$274,000 from prototype and product sales arising from engineering contracts.

International sales were $185,000 for the three months ended September
30, 2000 compared to $815,000 for the three months ended September 30, 1999. For
the nine months ended September 30, 2000, international sales decreased by 65%
to $1.2 million from $3.4 million for the comparable period in 1999.

Gross Profit. Gross profit was $1.3 million or 32.0% of net sales for the
three months ended September 30, 2000 as compared to $223,000 or 2.9% of net
sales for the three months ended September 30, 1999. The Company's gross profit
improvement for the three months ended September 30, 2000, was the result of the
Company's transition from being primarily a data communications products
manufacturer to providing software and systems solutions-based services. For the
nine months ended September 30, 2000, gross profit decreased by 52.6% to $1.3
million from $2.8 million for the comparable period in 1999. The Company's gross
profit for the nine months ended September 30, 2000, was negatively impacted by
deteriorating profit margins on data communications products which was caused by
industry conditions and the Company's announced plans to exit the data
communications business.

On March 3, 2000, the Company completed the sale of certain of its assets
(the "Purchased Assets") relating to its manufacturing operations at 1377 Clint
Moore Road for the manufacture of products, including modems, to Boundless, a
wholly owned subsidiary of Boundless Corporation, for $1,700,000 in cash and
notes (the "Boundless Transaction"). The sale was part of the Company's efforts
to improve gross margins and resulted in a gain of $277,000. In accordance with
the terms of the Asset Purchase Agreement between the Company and Boundless
Technologies, Inc., which was assigned to Boundless on the closing of the
transaction, Boundless paid the Company $700,000 in cash and Boundless issued to
the Company a 6% promissory note (the "Note") in the principal amount of
$1,000,000 to be paid in eight equal installments of $125,000 plus accrued
interest commencing on June 1, 2000, and on the first business day of every
third month thereafter, until paid in full. The obligations of Boundless under
the Note are

15
<PAGE>

guaranteed by Boundless Technologies, Inc. and Boundless Corporation.
Additionally, concurrent with the closing of the Boundless Transaction, the
Company has entered into a Supply Agreement with Boundless (the "Supply
Agreement") pursuant to which the Company agreed to outsource the manufacture of
certain products to Boundless for a period of two years.

Under the Supply Agreement, the Company guarantees that it will purchase
products resulting in proceeds to Boundless exclusive of costs of materials, of
at least $3,775,000 during the first year of the term of the Supply Agreement.
To the extent the Company falls short of the cumulative prorated amount
guaranteed in any of the four 90 day periods subsequent to March 3, 2000, the
amount of the shortfall would be due within 30 days after the end of the 90 day
period in which the shortfall occurred. As noted under "Recent Developments and
Subsequent Events," the Company eliminated its purchase of data communications
products from Boundless and has estimated that there will be a shortfall in
meeting its contractual purchase commitment of $1,950,000. The calculation of
the shortfall in the purchase commitment took into consideration the Company's
purchase requirements for data communications products through September 30,
2000, the use of Boundless to fufill the Company's obligations for warranty
repairs, and other opportunities to satisfy the purchase requirements that are
afforded by the contract with Boundless. As of September 30, 2000, no payments
had been made to adjust the original amount of the contractual purchase
commitment liability. In the event of any default under the Note, the
Company is entitled to offset any amounts due to Boundless under the Supply
Agreement. There is no minimum purchase obligation during the second year of
the Supply Agreement.

The gross profit margins for the Company have been impacted by poor
general industry conditions such as lower sales and declining prices and the
Company's transition out of the data communications business. The Company's
decision to exit the data communications business will result in insignificant
data communications product sales in the fourth quarter of 2000. The factors
that have affected gross margins in the past for the data communications
business, such as product and channel mix, wholesale distributors and retailers
versus OEM's, component costs and manufacturing efficiency and capacity
utilization will be different for the software and systems solution-based
services business. Also, industry dynamics are different for a service business
versus a products business.

Research and Development Expenses. Research and development expenses
decreased to $433,000 in the three months ended September 30, 2000 from $849,000
in the three months ended September 30, 1999. Research and development expenses
decreased to $2.0 million for the nine months ended September 30, 2000 from $2.8
million in the nine months ended September 30, 1999. Research and development
expenses decreased in the three and nine months ended September 30, 2000 versus
the comparable periods in 1999 primarily as the result of closing the Sunnyvale,
California location and the reclassification to cost of goods sold of certain
engineering costs previously classified as research and development that are now
related to contract engineering revenue.

In the short term, as the Company makes the transition into an
engineering services organization, a significant portion of the total hours
worked on engineering projects will not be billable to third party clients and
are therefore internal research and development related. In the future, the
Company's goal is to bill external clients for an increasing portion of the
engineering

16
<PAGE>

hours. While there is no assurance that it will be able to pass along such
costs, the Company intends to continue expending capital towards research and
development projects.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased to $1.8 million in the three months ended
September 30, 2000 from $4.4 million in the three months ended September 30,
1999. Selling, general and administrative expenses as a percentage of net sales
decreased to 42.0% in the three months ended September 30, 2000 from 57.4% in
the three months ended September 30, 1999. Selling, general and administrative
expenses decreased to $9.0 million in the nine months ended September 30, 2000
from $13.7 million in the nine months ended September 30, 1999. Selling, general
and administrative expenses as a percentage of net sales increased to 73.3% in
the nine months ended September 30, 2000 from 50.6% in the nine months ended
September 30, 1999. Selling, general and administrative expenses decreased in
the three and nine months ended September 30, 2000 versus the comparable period
in 1999 primarily as the result of the Company's efforts to reduce expenses. The
Company's expenses for the nine months ended September 30, 2000 compared to the
nine months ended September 30, 1999 were $1.0 million lower for technical
support, $943,000 lower for rent, $802,000 favorable for warranty expense,
$766,000 lower for marketing development funds, $502,000 lower for thin client
marketing expense, $352,000 lower for trade shows, $205,000 lower for freight
and courier costs, and included a $292,000 gain on the sale of fixed assets.

Selling, general and administrative expenses as a percentage of net
sales will continue to fluctuate and will be influenced by the level of sales.
Selling, general and administrative expenses are likely to be different for a
service business than for a products business. The Company is adjusting this
expense to support the anticipated sales level of the new business. Certain
selling, general and administrative expenses have a fixed nature, thus a
reduction in net sales may result in an increase in selling, general and
administrative expenses as a percentage of net sales.

Asset Impairment and Other Charges. As discussed above, the Company
previously announced the sale of certain assets to Zoom which will provide the
Company with a smooth and customer oriented transition out of the analog modem
business. These actions resulted in the Company determining that the goodwill
and tradenames related to the data communications business had been impaired as
of June 30, 2000, and in the Company recording a charge to operations of
$2,683,000 in the second quarter of 2000. The elimination of new purchase orders
to Boundless will result in the Company's falling short of the guarantee
purchase commitments under the Supply Agreement with Boundless. Although
purchases by Zoom from Boundless of the Company's product relating to the analog
business may mitigate the shortfall, (see "Commitments and Contingencies" and
"Agreement between Boca Research, Inc. and Zoom Telephonics"), the Company has
estimated that this shortfall will be $1,950,000 and has taken a charge to
operations for this amount. As of October 31, 2000, Zoom had not made any
commitments to manufacture the Company's products at Boundless.

17
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

During the period from December 31, 1999, through September 30, 2000,
the Company's working capital decreased by $7.4 million. This decrease was
represented by decreases in accounts receivable of $1.2 million and inventory of
$3.7 million and an increase in accrued expenses and other current liabilities
of $872,000, offset by decreases in accounts payable of $2.5 million and
deferred revenue of $269,000. Also in the nine months ended September 30, 2000,
the Company had a $956,000 gain associated with the sale of shares previously
received in connection with an exclusive marketing agreement, a gain on the sale
of a foreign investment of $238,000, and a $292,000 gain on the sale of fixed
assets. The Company's operations used cash of $6.0 million for the nine months
ended September 30, 2000.

The Company incurred substantial operating losses in 1997, 1998, 1999,
and in the first nine months of 2000 and it is likely that cash flow from
operations will be negative in 2000. Such conditions may indicate that the
Company may be unable to continue as a going concern for a reasonable period of
time. However, management has implemented efforts to bring the Company's expense
structure in line with the reduced revenue levels being achieved. Further, the
Company may have additional cash requirements in connection with the Boundless
Transaction. The elimination of new purchase orders to Boundless will result in
the Company's falling short of the guarantee purchase commitments under the
Supply Agreement with Boundless. Although purchases by Zoom from Boundless of
the Company's products relating to the analog business may mitigate the
shortfall, (see "Agreement between Boca Research, Inc. and Zoom Telephonics" and
"Commitments and Contingencies"), the Company has estimated that this shortfall
will be $1,950,000 and has taken a charge to operations for this amount. This
will be a cash outflow over the next six months. As of October 31, 2000, Zoom
had not made any commitments to manufacture the Company's products at Boundless.
Although there can be no assurances that the Company will return to profitable
operations in the near term, management believes that existing cash balances and
cash generated from operations will be sufficient to meet its liquidity and
capital needs for the next twelve months. However, there can be no assurances
that the Company will succeed in achieving its goals, and its failure to do so
would have a material adverse affect on its business, prospects, financial
condition, and operating results and the Company's ability to continue as a
going concern.

The Company regularly evaluates acquisitions of businesses, technologies
or products complementary to the Company's business. In the event that the
Company pursues one or more acquisitions, the Company's cash balances may be
utilized to finance such acquisitions and additional sources of liquidity such
as debt or equity financing may be required for such acquisitions or to meet
working capital needs. There can be no assurance that additional capital beyond
the amounts forecasted by the Company will not be required or that any such
required

18
<PAGE>

capital will be available on terms acceptable to the Company, if at all, at such
time or times as required by the Company.

Certain Factors That May Affect Future Performance

In addition to the other information contained in this Report, the
following are important factors that should be considered carefully in
evaluating the Company and its business:

Transition of Company. The Company embarked upon a plan in early 2000
to transition from being primarily a data communication products manufacturer to
its new focus on providing software and systems solutions-based services. Such
transition was substantially completed on July 28, 2000 upon the sale of the
Company's analog modem business. Currently, the Company has very limited
experience providing software and systems solutions-based services, and there
can be no assurances that the Company will succeed in implementing its as-yet
unproven business plan. Risks associated with this transition include:

a. the existence of a limited number of network operators and information
appliance manufacturers that have deployed products and services using
the Company's technology;
b. potential delays in deploying high-speed networks and internet-enhanced
services and applications by the Company's customers;
c. an unproven business model, which depends on revenues from engineering
services and royalty fees paid by information appliance manufacturers
and network operators; and
d. a potential inability of the Company to expand its engineering and
design staff, increase its sales or marketing activities, and invest in
its technological infrastructure.

Uncertainty in Development of an Evolving Industry. The market for
intelligent computing devices is emerging and the potential size of this market
and the timing of its development are not known. As a result, the profitability
of the Company is uncertain and its revenue may not grow as fast as anticipated,
if at all. The Company is dependent upon the broad acceptance by business and
consumers of a wide variety of intelligent computing devices, which depend on
many factors, including:

a. the development of content and applications for intelligent computing
devices;
b. the willingness of large numbers of businesses and consumers to use
devices such as handheld and palm-size PCs and handheld industrial data
collectors to perform functions currently carried out manually or by
traditional PCs, including inputting and sharing data, communicating
among users and connecting to the Internet; and
c. the evolution of industry standards that facilitate the distribution of
content over the Internet to these devices via wired and wireless
telecommunications systems, satellite or cable.

There can be no assurances that the Company will succeed in achieving its
goals, and its failure to do so would have a material adverse effect on its
business, prospects, financial condition and operating results and the Company's
ability to continue as a going concern.

19
<PAGE>

Software Development and Services Market; Low Barriers to Entry. The
market for software development and services is becoming increasingly
competitive. Increased competition may result in price reductions, lower gross
margins and loss of market share, which would harm the Company's planned
business. The Company faces competition from:

a. current and potential customers' internal research and development
departments that may seek to develop their own proprietary solutions;
b. large professional engineering services firms that may enter the
market;
c. established intelligent computing device software and tools
manufacturers; and
d. small- and medium-sized engineering service companies.

As the Company assists other companies in developing new products,
particularly products focused on specific industries, they may begin competing
with companies in sectors that have not been identified above. It is also
possible that new competitors will enter the market or that existing competitors
will form alliances that may enable them to rapidly increase their market share.
The barriers to entering the market as software developer or hardware design
consultant for intelligent computing devices are low. New market entrants may
have lower overhead than the Company and therefore be able to offer advantageous
pricing. The Company expects that competition will increase as other established
and emerging companies enter the intelligent computing device market and as new
products and technologies are introduced.

New Products and Services, and Technological Changes. The markets for
the Company's products and services are characterized by rapidly changing
technology, evolving industry standards and short product life cycles. The
Company's success depends upon its ability to enhance its existing products and
services and to introduce new products and services with features that meet
changing end-user requirements. The Information Technology ("IT") sector in
which the Company offers outsourcing and other services is characterized by
rapidly changing technology with continuous improvements in both computer
hardware and software and rapid obsolescence of current systems. The Company's
success will depend in part on its ability to develop solutions that keep pace
with continuing changes in information technology, evolving industry standards
and changing client preferences. Additionally, there can be no assurance that
the Company will be successful in identifying new markets, in developing and
marketing new products and services, or in enhancing its existing products and
services, either internally or through strategic relationships with third
parties. The Company's business would be adversely affected if the Company were
to incur delays in developing new, or enhancing existing, products and services,
due to delays in obtaining any required regulatory approvals for its products or
if any such new products or enhancements did not gain market acceptance. In
addition, there can be no assurance that products or technologies developed by
others will not render the Company's products or technologies noncompetitive or
obsolete.

Potential Fluctuations in Quarterly Results. The Company's quarterly
operating results have varied significantly, and continue to vary significantly,
depending on a number of factors, some of which could adversely affect the
Company's operating results and the trading price of the Company's Common Stock.
These factors include the level of demand for the Company's products and
services, competition, competitive pricing pressures, and the timing of
engineering contracts and completion of the contracts per the specified terms.
There can be no assurance that the Company will be able to return to its growth
in revenue or profitability on a quarterly or annual

20
<PAGE>

basis. The Company's expense levels are based, in part, on its expectations as
to future revenue. If sales and revenue levels are below expectations, operating
results may be adversely affected, which would likely have an adverse effect on
the trading price of the Company's Common Stock.

Acquisitions. The Company may from time to time pursue the acquisition
of other companies, assets, technologies or product lines that would complement
or expand its existing business. Certain of these acquisitions may involve
businesses in which the Company lacks experience. Acquisitions involve a number
of risks that could adversely affect the Company's operating results, including
the diversion of management's attention, the assimilation of the operations,
products and personnel of the acquired companies, the amortization of acquired
intangible assets and the potential loss of key employees of the acquired
companies. There can be no assurance that the Company will be able to identify
businesses that would complement or expand its existing business or such
acquisitions, manage one or more acquisitions successfully, or that the Company
will be able to integrate the operations, products, or personnel gained through
such acquisition without a material adverse impact on the Company's business,
financial condition, and results of operations, particularly in the quarters
immediately following such acquisitions.

Competition. The markets for the Company's products and services are
increasingly competitive, resulting in increasing pricing pressures. Some of the
Company's competitors have significantly greater financial, technical, product
development, manufacturing and marketing resources than the Company. The Company
believes that its ability to compete depends on a number of factors, including
price, quality and reliability, availability, credit terms, name recognition,
delivery time, and post-sale service and support. There can be no assurance that
the Company will be able to continue to compete successfully with respect to
these factors. A variety of companies currently offer products and services that
compete directly with the Company's products and services. These competitors
could introduce additional products and services that are superior to the
Company's, or that achieve greater market acceptance. The introduction of lower
priced competitive products and services or significant price reductions by the
Company's competitors would result in price reductions in the Company's products
and services that could have a material adverse effect on the Company's
operating results. In addition, as the Company enters into new markets, such as
Internet TV appliances, the Company anticipates that it will encounter
competition from a number of well-established companies, many of which have
greater financial, technical, product development, manufacturing and marketing
resources and experience.

Proprietary Rights; Dependence on Software Licenses. The Company
receives from time to time, and may receive in the future, communications from
third parties asserting intellectual property rights relating to the Company's
products and technologies. There can be no assurance that in the future the
Company will be able to obtain licenses of any intellectual property rights
owned by third parties with respect to the Company's products or that any such
licenses can be obtained on terms favorable to the Company. If the Company is
unable to obtain licenses of protected technology, it could be prohibited from
developing and marketing products incorporating that technology. The Company
could also incur substantial costs in redesigning its products or in defending
any legal action taken against it. Should the Company be found to infringe the
proprietary rights of others, the Company could be required to pay damages to
the infringed party, which could have a material adverse effect on the Company's
operating results.

21
<PAGE>

In certain of its products, the Company includes software licensed from
third parties. The Company's operating results could be adversely affected by a
number of factors relating to this third party software, including lack of
market acceptance, failure by the licensors to promote or support the software,
delays in shipment of the Company's products as a result of delays in the
introduction of licensed software or errors in the licensed software, or excess
customer support costs or product returns experienced by the Company due to
errors in the licensed software. Moreover, any impairment or termination of the
Company's relationship with any licensors of third party software could have a
material adverse effect on the Company's operating results.

Volatility of Stock Price. The price of the Company's Common Stock
historically has been volatile due to fluctuations in operating results and
other factors relating to the Company's operations, the market's changing
expectations for the Company's growth, overall equity market conditions relating
to the market for technology stocks generally and other factors unrelated to the
Company's operations, including announcements by or relating to the Company's
competitors. Such fluctuations are expected to continue. In addition, stock
markets have experienced more price volatility in recent years. This volatility
has had a substantial effect on the market prices of securities issued by many
technology companies, often for reasons unrelated to the operating performance
of the specific companies.

Dependence on Key Personnel. The Company is highly dependent on its
executive officers and other key personnel, many of whom could be difficult to
replace. If certain of these people were to leave the Company, operating results
could be adversely affected. The future growth and success of the Company also
depends in part on its ability to attract and retain skilled employees.

22
<PAGE>

PART II.
INPRIMIS, INC.
OTHER INFORMATION

Item 1. Legal Proceedings

The information required by this Item is disclosed in the "Commitments
and Contingencies" Note to the Company's Condensed Consolidated Financial
Statements contained in Part I hereof.

Items 2-3.

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

At the Special Meeting of Stockholders of the Company held on September
29, 2000, the stockholders approved an amendment to the Company's Articles of
Incorporation to change the name of the Company from Boca Research, Inc. to
Inprimis, Inc.

The voting was as follows:

For Against Withheld Non-Voted
--- ------- -------- ---------
9,521,513 64,122 14,003 2,009,150

Item 5. Other Information

On September 29, 2000, the Company announced that the Board of Directors
had elected Eduard Will as the Company's new Chief Executive Officer, effective
November 1, 2000. Mr. Will's start date has been postponed until such time as
he receives all required immigration documentation necessary to allow him to
serve as Chief Executive Officer of the company.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

Exhibit 3(i) Articles of Incorporation.
Exhibit 10.1 Amended and Restated Employment
Agreement, dated as of September 29,
2000, between Eduard J. Will and the
Company.
Exhibit 11.1 Calculation of shares used in
determining earnings per share.

(b) Reports on Form 8-K

None.

23
<PAGE>

INPRIMIS, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf of the
undersigned thereunto duly authorized.

Dated: November 14, 2000 /s/ Robert W. Ferguson
--------------------------------
Robert W. Ferguson
Chief Executive Officer and
Chairman of the Board of
Directors
(Principal Executive Officer)

Dated: November 14, 2000 /s/ R. Michael Brewer
--------------------------------
R. Michael Brewer
Vice President of Finance and
Chief Financial Officer
(Principal Financial and
Accounting Officer)

24
<PAGE>

INPRIMIS, INC.

INDEX TO EXHIBITS

No. Description
------------- ---------------------------------------

Exhibit 3(i) Articles of Incorporation

Exhibit 10.1 Amended and Restated Employment Agreement, dated as of
September 29, 2000, between Eduard Will and the Company.

Exhibit 11.1 Calculation of shares used in determining earnings per share

25
<PAGE>

Exhibit 3(i)

FILED
93 FEB 17 AM 8:43
SECRETARY OF STATE
TALLAHASSEE FLORIDA

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BOCA RESEARCH, INC.

ARTICLE I

Name

The name of this Corporation shall be:

BOCA RESEARCH, INC.

ARTICLE II

Principal office and Mailing Address

The address of the Principal office and mailing address of this Corporation
shall be:
6413 Congress Avenue
Boca Raton, Florida 33487

ARTICLE III

Business and Purposes

The general purpose for which this Corporation is organized is the
transaction of any and all lawful business for which corporations may be
incorporated under the Business Corporation Act of the State of Florida, and any
amendments thereto, and in connection therewith, this Corporation shall have and
may exercise any and all powers conferred from time to time by law and upon
corporations formed under such Act.

ARTICLE IV

Capital Stock

1. Authorized Capitalization.

1
<PAGE>

(a) The total number of shares of capital stock authorized to be
issued by this Corporation shall be:

25,000,000 shares of common stock, par value $0.01 per share
(the "Common Stock"'); and

5,000,000 shares of preferred stock, par value $0.01 per share
(the "Preferred Stock").

(b) The designations, relative rights, preferences and
limitations of each class of stock, itemized by class, shall be as follows:

(i) Preferred Stock. Shares of the Preferred Stock may be
issued from time to time in one or more series. The board of directors of this
Corporation (hereafter the "Board of Directors" or "Board") by resolution shall
establish each series of Preferred Stock and fix and determine the number of
shares and the designations, preferences, limitations and relative rights of
each such series, provided that all shares of the Preferred Stock shall be
identical except as to the following relative rights and preferences, as to
which there may be variations fixed and determined by the Board of Directors
between different series:

(A) The rate of manner of payment of dividends.

(B) Whether shares may be redeemed and, if so, the
redemption price and the terms and conditions of redemption.

(D) Sinking fund provisions, if any, for the redemption
or purchase of shares.

(E) The terms and conditions, if any, on which the
shares may be converted.

(F) Voting rights, if any.

(G) Any other rights or preferences now or hereafter
permitted by the laws of the State of Florida as variations between different
series of preferred stock.

(ii) Common Stock. Each share of Common Stock shall
be entitled to one vote on all matters submitted to a vote of shareholders,
except matters required to be voted on exclusively by holders of Preferred Stock
or any series of Preferred Stock. The holders of Common Stock shall be entitled
to such dividends as may be declared by the Board of Directors from time to
time, provided that required

2
<PAGE>

dividends, if any, on the Preferred Stock have been paid or provided for. In the
event of the liquidation, dissolution, or winding up, whether voluntary or
involuntary, of this Corporation, the assets and funds of this Corporation
available for distribution to shareholders, and remaining after the payment to
holders of Preferred Stock of the amounts to which they are entitled, shall be
divided and paid to the holders of the Common Stock according to their
respective shares.

2. No Preemptive Rights.

(a) Preferred Stock. Unless otherwise specifically provided in
the terms of the Preferred Stock, the holders of any class of Preferred Stock of
this Corporation shall have no preemptive right to subscribe for and purchase
their proportionate share of any additional Preferred Stock (of the same class
or otherwise) or Common Stock issued by this Corporation, whether such
additional shares are issued for cash, property, services or any other
consideration and whether or not such shares are presently authorized or are
authorized by subsequent amendment to these Articles of Incorporation.

(b) Common Stock. The holders of Common Stock of this
Corporation shall have no preemptive right to subscribe for and purchase their
proportionate share of any additional Preferred Stock or Common Stock issued by
this Corporation, whether such additional shares are issued for cash, property,
services or any other consideration and whether or not such shares are presently
authorized or are authorized by subsequent amendment to these Articles of
Incorporation.

3. Payment for Stock. The consideration for the issuance of shares of
capital stock may be paid, in whole or in part, in cash, in promissory notes, in
other property (tangible or intangible), in labor or services actually performed
for this Corporation, in promises to perform services in the future evidenced by
a written contract, in other securities of this Corporation, or in other
benefits to this Corporation at a fair valuation to be fixed by the Board of
Directors. When issued, all shares of stock shall be fully paid and
non-assessable.

ARTICLE V

Existence of Corporation

This Corporation shall have perpetual existence unless dissolved by law.

ARTICLE VI

Directors

The Board of Directors of this Corporation shall consist of not less than
three (3) members, the exact number of directors to be fixed from time to time
as provided in the By-laws of this Corporation.

3
<PAGE>

ARTICLE VII

Indemnification

This Corporation shall, to the fullest extent permitted by the provisions
of the Business Corporation Act of the State of Florida, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have the
power to indemnify under said provisions from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
provisions, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which any of such persons may be entitled under
any by-law, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent of this Corporation
and shall inure to the benefit of the heirs, executors and administrators of
such person.

ARTICLE VIII

Registered Office and Registered Agent

The registered office of this Corporation shall be located at 6413
Congress Avenue, Boca Raton, Florida 33487 and the registered agent of this
Corporation at such office shall be Howard W. Yenke. This Corporation shall have
the right to change such registered office and such registered agent from time
to time, as provided by law.

ARTICLE IX

Bylaws

1. Adoption, Amendment, Etc. The power to adopt the bylaws of this
Corporation, to alter, amend or repeal the bylaws, or to adopt new bylaws, shall
be vested in the Board of Directors of this Corporation; provided, however, that
any bylaw or amendment thereto as adopted by the Board of Directors may be
altered, amended, or repealed by vote of the shareholders entitled to vote
thereon, or a new bylaw in lieu thereof may be adopted by the shareholders, and
the shareholders may prescribe in any bylaw made by them that such bylaw shall
not be altered, amended or repealed by the Board of Directors.

2. Scope. The by-laws of this Corporation shall be for the government
of this Corporation and may contain any provisions or requirements for the
management or conduct of the affairs and business of this Corporation, provided
the same are not inconsistent with the provisions of these Articles of
Incorporation, or contrary to the laws of the State of Florida or of the United
States.

4
<PAGE>

ARTICLE X

Shareholder Meetings

1. Annual Meetings. The annual meeting of the Shareholders of this
Corporation shall be held between January 1 and December 31, inclusive, in each
year for the purpose of electing directors and for the transaction of such other
proper business as may come before the meeting, the exact date to be established
by the Board of Directors from time to time.

2. Special Meetings. Special meetings of the shareholders of this
Corporation for any purpose or purposes may be called at any time by (a) the
Board of Directors; (b) the Chairman of the Board of Directors (if one is so
appointed); (c) the President of this Corporation; or (d) by holders of not less
than 25% of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting, if such shareholders sign, date and
deliver to the Secretary of this Corporation one or more written demands for the
meeting describing the purposes for which it is to be held. Special meetings of
the shareholders of this Corporation may not be called by any other person or
persons.

At any special meeting of shareholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been set
forth in the notice of such special meeting.

ARTICLE XI

Amendment of Articles of Incorporation

This Corporation reserves the right to amend, alter, change or repeal any
provisions contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon the shareholders
herein are subject to this reservation.

5
<PAGE>

IN WITNESS WHEREOF, BOCA RESEARCH, INC. has caused these Amended and
Restated Articles of Incorporation to be executed and acknowledged by its
President and Secretary this 12th day of February, 1993.

ATTEST: BOCA RESEARCH, INC.

(CORPORATE SEAL)

/s/ Robert W. Federspiel By: /s/ Howard W. Yenke
----------------------------------- ------------------------------
Robert W. Federspiel, Secretary Howard W. Yenke, President
Registered Agent

Howard W. Yenke hereby accepts the duties and responsibilities of registered
agent for the above corporation.

6
<PAGE>

CERTIFICATE OF PRESIDENT
OF
BOCA RESEARCH, INC.

Pursuant to the provisions of Section 607.1007(4) of the Florida Business
Corporation Act, the undersigned hereby certifies as follows:

(a) The Amended and Restated Articles of Incorporation of Boca Research,
Inc. (the "Company") attached hereto contain amendments to the Company's
Articles of Incorporation that require shareholder approval.

(b) The Company only has one class of capital stock outstanding and the
Company's shareholders duly adopted all of the amendments set forth in the
Company's Amended and Restated Articles of Incorporation by majority vote on
February 12, 1993, pursuant to Section 607.0704 of the Florida Business
Corporation Act. The aforementioned vote satisfies the requirements of Florida
law to amend and restate the Company's Articles of Incorporation.

BOCA RESEARCH, INC.

By: /s/ Howard W. Yenke
---------------------------
Name: Howard W. Yenke
Title: President

7
<PAGE>

FILED
00 OCT 5 PM 4:39 PM
SECRETARY OF STATE
TALLAHASSEE FLORIDA

AMENDMENT TO ARTICLES OF INCORPORATION
of
BOCA RESEARCH, INC.

Pursuant to the provisions of Section 607.1003 of the Florida Statutes,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the Corporation is BOCA RESEARCH, INC.
2. Article I is hereby amended in its entirety to read:

ARTICLE I

Name

The name of this corporation shall be: INPRIMIS, INC.

3. The above Amendment was recommended to the shareholders by the Board
of Directors, approved by the shareholders on September 29, 2000, at a duly held
meeting of the Corporation, and the number of votes cast for the amendment by
the shareholders was sufficient for approval.

DATED this 29th day of September, 2000.

BOCA RESEARCH, INC.

By: /s/ Robert W. Federspiel
-------------------------------
Robert W. Federspiel
Secretary

STATE OF FLORIDA
COUNTY OF PALM BEACH

The foregoing instrument was acknowledged before me this 29th day of
September, 2000, by ROBERT W. FEDERSPIEL, Secretary of BOCA RESEARCH, INC.,
[X] who is personally known to me, OR [__] who has produced _________________

8
<PAGE>

as identification and who executed the foregoing in their duly authorized
capacity on behalf of the corporation.

/s/ Roberta L. Ryncarz
----------------------------------
Roberta L. Ryncarz
Notary Public
State of Florida
My Commission Expires: Mar 31, 2004
Commission No.: #CC910366
(SEAL)

9
<PAGE>

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into
this 29th day of September, 2000, by and between INPRIMIS, INC., a Florida
corporation, formerly known as BOCA RESEARCH, INC. (hereinafter referred to as
"the Company"), and EDUARD WILL (hereinafter referred to as "Mr. Will").

W I T N E S S E T H:

WHEREAS, the Company desires to employ Mr. Will as President and Chief
Executive Officer of the Company, and Mr. Will desires to serve as President and
Chief Executive Officer of the Company, on the terms and conditions hereinafter
set forth.

NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto, each intending to be legally bound hereby,
agree as follows:

1. Employment. The company hereby employs Mr. Will as the fulltime
President and Chief Executive Officer of the Company, and Mr. Will accepts such
employment for the term of employment specified in Section 4 below (the
"Employment Term"). During the Employment Term, Mr. Will shall, subject to the
direction of the Board of Directors of the Company, oversee and direct the
operations of the Company and perform such other duties as may from time to time
be assigned to him by the Board of Directors.

2. Performance. Mr. Will agrees to devote his best efforts and all
of his business time to the performance of his duties hereunder during the
Employment Term. As President and Chief Executive Officer, Mr. Will is expected
to provide his services at the Company's headquarters in Boca Raton, Florida,
except when traveling on business on behalf of the Company. Mr. Will shall be
entitled to serve on third party Boards of Directors upon the consent of the
Company.

3. Employment Term. The Employment Term shall begin upon Mr. Will
obtaining the required immigration documentation in order to allow Mr. Will to
accept the position and employment provided for in this Agreement (the
"Commencement Date") and continue through October 31, 2003, (the "Employment
Term"). In the event Mr. Will shall not have obtained such required immigration
documentation by February 15, 2001, the Company shall have the right to
terminate and cancel this Agreement. Employment during the Employment Term shall
be subject to termination in accordance with the terms of this Agreement.

-1-
<PAGE>

4. Compensation.

a) Salary. During the Employment Term, the Company shall pay
Mr. Will a base salary, payable in equal bi-weekly installments, subject to
withholding and other applicable taxes, at an annual rate of Three Hundred
Sixty-two Thousand Dollars ($362,000.00).

b) Bonus. During the Employment Term, in addition to the annual
base salary payable to Mr. Will, Mr. Will shall have the opportunity to earn a
bonus, based on the Targeted Business Plan as approved by the Board of Directors
for the corporate fiscal year of such Employment Term (the "Target"), as
measured by earnings per share and other criteria determined by the Compensation
Committee each year. Any bonus earned by Mr. Will shall be payable to Mr. Will
at the same time as the Company distributes the bonuses, if any, to the other
officers of the Company.

c) Stock Options. The Company shall grant to Mr. Will on the
Commencement Date the option to purchase all or any part of an aggregate of
250,000 shares of common stock of the Company, at a purchase price as of the
close of business on the day prior thereto, and shall grant to Mr. Will, on
January 1, 2001, the option to purchase an additional 100,000 shares of common
stock of the Company at a purchase price as of the close of business on the day
prior to the Commencement Date, all of which are subject to the following
vesting schedule:

Cumulative Number of
Shares for Which Option
Will be Exercisable Date of Vesting
------------------- ---------------
116,667 On November 1, 2001

233,334 On November 1, 2002

350,000 On November 1, 2003,

and further subject to the terms, conditions and provisions of the 1992 Employee
Stock Option Plan and subject to such conditions as are established in the Stock
Option Agreement to be approved by the Compensation Committee.

d) Insurance; Other Benefits. Mr. Will shall be entitled to
participate in all employee benefit plans now existing or hereinafter
established by the Company, including, but not limited to, medical/dental
insurance plans, group life and disability insurance plans, 401(k) Plan,
pension, profit sharing or bonus plans, Employee Stock Purchase Plan, and any
other employee benefit plan or arrangement made available to executive officers
of the Company. For the purpose of determining Long Term Disability and Life
Insurance benefits Mr. Will's base compensation shall be equal to his base
salary.

-2-
<PAGE>

e) Vacation. Mr. Will shall be entitled to take four weeks of
paid vacation during each year of the Employment Term, to be taken at such time
or times as shall be mutually convenient and consistent with his duties and
obligations to the Company.

5. Expenses.

a) Mr. Will shall be reimbursed by the Company for all
reasonable expenses incurred by him in connection with the performance of his
duties hereunder in accordance with the policies established by the Board of
Directors from time to time and upon receipt of appropriate documentation. Mr.
Will shall be responsible for all of his travel and other expenses for commuting
to work from his home.

b) The Company agrees to provide Mr. Will with reasonable legal
assistance in his application for appropriate immigration work documentation and
obtaining such authorization is an essential element of this Agreement. In the
event such required documentation is not obtained to allow Mr. Will's continuing
services, such shall be grounds for termination with cause pursuant to Section 8
of this Agreement.

6. Agreement Not to Compete. Mr. Will agrees that during the
Employment Term and during the Non-Competition Period (defined below) he will
not in any capacity, either separately, jointly, or in association with others,
directly or indirectly, as an officer, director, consultant, agent, employee,
owner, partner, stockholder or otherwise, engage or have a financial interest in
any business which competes with the Company in the United States (excepting
only the ownership of not more than 5% of the outstanding securities of any
class listed on an exchange or regularly traded in the over-the-counter market).
The "Non-Competition Period" shall mean the period ending one year after either
(a) the termination of his employment hereunder by the Company , provided that
the Company continues to comply with its obligations under Section 9(b) hereof
during such one year period, or (b)the termination of his employment hereunder
by virtue of Mr. Will's resignation, unless such resignation is for Good Reason
(as defined below). Mr. Will further agrees that during the Non-Competition
Period, except in connection with the performance of services hereunder, he will
not in any capacity, either separately, jointly or in association with others,
directly or indirection, solicit or contact with regard to a business competitor
of the Company any of the Company's employees, consultants, agents or suppliers,
customers or prospects, as shown by the Company's records, that were employees,
consultants, agents, suppliers, customers or prospects of the Company at any
time during the year immediately preceding the termination of employment
hereunder. For purposes of this Agreement, "Good Reason" shall mean the
resignation of Mr. Will due to (a)a material change in Mr. Will's duties and
responsibilities which interfere with his ability to manage the affairs of the
Company, (b)a material modification of Mr. Will's duties hereunder such that
such duties are not consistent with the duties of a chief executive officer of a
company of similar size and in a similar business as the Company, or (c)a Change
of Control (as defined in the Option Agreement).

-3-
<PAGE>

If a court determines that the foregoing restrictions are too
broad or otherwise unreasonable under applicable law, including with respect to
time or space, the court is hereby requested and authorized by the parties
hereto to revise the foregoing restrictions to include the maximum restrictions
allowed under the applicable law. Mr. Will expressly agrees that breach of the
foregoing would result in irreparable injuries to the Company, that the remedy
at law for any such breach will be inadequate and that upon breach of this
provision, the Company, in addition to all other available remedies, shall be
entitled as a matter of right to seek injunctive relief in any court of
competent jurisdiction.

7. Secret Processes and Confidential Information. For the
Employment Term and thereafter, Mr. Will agrees to be bound by the terms and
conditions of the Company's Business Code of Conduct and the Confidentiality
Agreement executed this date by Mr. Will in favor of the Company.

8. Termination.

a) Termination at End of Term. The employment of Mr. Will
hereunder shall automatically terminate at the end of the Employment Term,
unless otherwise terminated in the manner provided in this Section 8.

b) Termination by the Company With Cause. The Company shall
have the right at any time to terminate Mr. Will's employment hereunder upon the
occurrence of any of the following (any such termination being referred to as a
termination for "Cause"):

i) the commission by Mr. Will of any proven
embezzlement of a material amount of funds or other proven
deliberate and premeditated act of dishonesty against the
financial or business interests of the Company which adversely
affects the Company;

ii) the breach by Mr. Will of any material term of the
Business Code of Conduct, which breach is not cured within 30
days subsequent to notice from the Company to Mr. Will
specifying such breach;

iii) the conviction by Mr. Will of or the pleading by
Mr. Will of nolo contendere to, a felony;

iv) the willful failure or refusal of Mr. Will to
materially perform the duties specified in and pursuant to
Section 1 hereof or to follow the lawful directives of the
Board of Directors (provided that the lawfulness of such
directives is confirmed by general counsel to the Company),
which failure or refusal is not cured within 15 days subsequent
to notice from the Company to Mr. Will specifying the nature of
such failure or refusal; or

-4-
<PAGE>
v) the breach by Mr. Will of any material terms of
this Agreement, which beach is not cured within 30 days
subsequent to notice from the Company to Mr. Will specifying
such breach.

vi) the failure to maintain proper immigration
documentation and approvals for Mr. Will to provide the
services required under this Agreement.

c) Termination Upon Death or Disability. Mr. Will's employment
hereunder shall automatically terminate upon Mr. Will's death or upon his
inability to perform his duties hereunder by reason of any mental, physical or
other disability for a period of at least six consecutive months, as determined
by a qualified physician selected by Mr. Will from a list of five physicians
selected by the Company.

d) Termination by the Company Without Cause. The Company shall
have the right to terminate Mr. Will's employment at any time for any reason
without Cause.

e) Resignation by Mr. Will. Mr. Will shall have the right to
resign his employment with the Company, in good standing, provided a 60 day
notice is given, at any time for any reason.

9. Effect of Termination of Employment.

a) With Cause; Resignation; Death or Disability. If Mr. Will's
employment is terminated with Cause pursuant to Section 8(b), if Mr. Will's
employment is terminated by the death or disability of Mr. Will pursuant to
Section 8(c), or if Mr. Will elects to terminate his employment, Mr. Will's
salary and other benefits specified in Section 4 shall cease at the time of such
termination; provided, however, that Mr. Will shall be paid for all accrued and
unused vacation and be entitled to continue to participate in the Company's
medical benefit plans to the extent required by law. Further, in the event Mr.
Will's employment is terminated by the death or disability of Mr. Will pursuant
to Section 8(c), Mr. Will will be entitled to be paid a prorata amount of bonus,
if any, which would have been earned by Mr. Will based upon the earnings of the
Company as of the end of the quarter during which Mr. Will's death or
termination by disability occurred. By way of example, in the event Mr. Will
died on September 15 during the Employment Term and the Company, at the end of
the third quarter, earned 110% of its Targeted Business Plan for the entire
employment year, Mr. Will would be entitled to the amount of bonus which would
have been paid pursuant to Section 4(b) of this Agreement in the event Mr. Will
had survived the entire year based upon such 110% achievement.

b) Without Cause by the Company. If Mr. Will's employment is
terminated by the Company without Cause pursuant to Section 8(d), Mr. Will's
salary and other benefits specified in Section 4 shall cease at the time of such
termination,

-5-
<PAGE>

provided, however, that Mr. Will shall be entitled to be paid for all accrued
unused vacation and continue to participate in the Company's medical benefit
plan to the extent required by law.

In the event the termination occurs within the first eighteen
(18) months of this Agreement,

(i) Mr. Will shall be entitled to receive his annual
base salary payable under Section 4(a) for a period through the
twenty-fourth (24th) month of this Agreement, and

(ii) all options which would have vested during such 24
months shall accelerate and immediately vest.

In the event such termination occurs after the first eighteen
months of this Agreement, Mr. Will shall be entitled to receive one year's
annual base salary, payable in twelve (12) equal monthly installments commencing
on the 1st day of the month following termination, as "Severance Pay." Further,
all existing stock options theretofore granted to Mr. Will shall be deemed
immediately vested, subject to the terms of the 1992 Employee Stock Option Plan.

Mr. Will shall not be required to mitigate the amount of any
payment provided for in this Section 9(b) by seeking other employment or
otherwise; provided, however, that if Mr. Will accepts any other employment for
compensation of any kind, deferred or otherwise, during such period during which
the said Severance Pay is being made, such Severance Pay shall terminate and the
Company shall be under no further obligations to Mr. Will therefor. In the event
of such termination whereby the Severance Pay is being made as provided above,
Mr. Will's employment shall be deemed to continue during such period that the
severance payments are being made, exclusively for the purpose of exercising
options pursuant to the 1992 Employee Stock Option Plan and for the purpose of
Mr. Will's continuing on the Company's group medical, dental, and life insurance
plans. Mr. Will shall also be entitled to receive the amount of all bonuses
required to be paid to Mr. Will under Section 4(b) for the year ended December
31 of such year of termination.

10. Insurance. The Company may purchase insurance on the life of
Mr. Will, and if it does so, Mr. Will shall cooperate fully by performing all
the requirements of the life insurer which are necessary conditions precedent to
the issuance of the life insurance policy issued by it.

11. Notice. Any notices required or permitted hereunder shall be in
writing and shall be deemed to have been given when personally delivered or when
mailed, certified or registered mail, postage prepaid, to the following
addresses or such other address as to which notice is given in the manner
provided herein:

-6-
<PAGE>

If to Mr. Will:

Eduard Will
======================

If to the Company:
Boca Research, Inc.
1601 Clint Moore Road
Boca Raton, Florida 33487
Attn: Chairman

12. General.

a) Governing Law. The terms of this Agreement shall be governed
by and construed under the laws of the State of Florida without regard to its
principles of conflicts of laws.

b) Assignability. Mr. Will may not assign his interest in or
delegate his duties under this Agreement. The Company may not assign the
Agreement or the rights and obligations hereunder without consent of Mr. Will.

c) Enforcement Costs. In the event that either the Company or
Mr. Will initiates an action or claim to enforce any provision or term of this
Agreement, the costs and expenses (including attorneys' fees) of the prevailing
party shall be paid by the other party, such party to be deemed to have
prevailed if such action or claim is concluded pursuant to a court order or
final judgment which is not subject to appeal, a settlement agreement or
dismissal of the principle claims.

d) Binding Effect; Successors. This Agreement shall be binding
upon and inure to the benefit of the Company, its permitted successors and
assigns and Mr. Will, his representatives and heirs. The Company will require
that any successor (whether direct or indirect, by purchase of stock or assets,
by merger, by consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company, together with such successor's ultimate
parent corporation (if any), will be jointly and severally liable for the
obligations owed to Mr. Will hereunder and will perform this Agreement in the
same manner and to the same extent that the Company is obligated to perform it.
Any succession shall not, however, relieve or alter the Company's continuing
liability for all obligations owing to Mr. Will hereunder. Mr. Will acknowledges
and understands, however, that Mr. Will's employment by a successor to the
Company, if consistent with the terms and provisions of this Agreement, will not
be deemed a termination of his employment with the Company.

e) Entire Agreement; Modification. This Agreement constitutes
the entire agreement of the parties hereto with respect to the subject matter
hereof and may not be modified or amended in any way except in writing by the
parties hereto.

-7-
<PAGE>

f) Duration. Notwithstanding the term of employment hereunder,
this Agreement shall continue for so long as any obligations remain under this
Agreement.

g) Relationship with Infomatec. Mr. Will hereby agrees that he
shall, immediately upon the execution of this Agreement, resign from all
positions held by him with Infomatec and any of its subsidiaries and that he
shall not participate subsequent to the date of this Agreement, directly or
indirectly, in the sale or transfer of any Boca Research, Inc. common stock held
by Infomatec and/or any of its subsidiaries in the public markets.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have hereunto executed this Agreement the day and year first above written.

INPRIMIS, INC.

By:__________________________________
Name: Robert W. Ferguson
Title: Chairman of the Board

____________________________________EDUARD WILL

-8-

<PAGE>

Exhibit 11.1

INPRIMIS, INC.

EXHIBIT 11.1 - CALCULATION OF SHARES USED IN
DETERMINING NET LOSS PER SHARE
(Unaudited)

September 30, 2000
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, 2000 September 30, 2000
------------------ ------------------
<S> <C> <C>
Shares outstanding at January 1, 2000....................... 11,475,793 11,475,793
Shares issued January 1, 2000 in
connection with the 1992 Employee
Stock Purchase Plan....................................... 13,813 13,813
Shares issued in connection with a
non-qualified stock option plan........................... 111,832 86,699
Shares issued July 3, 2000 in
connection with the 1992 Employee
Stock Purchase Plan....................................... 7,350 2,477
---------- ----------
Weighted average shares outstanding......................... 11,608,788 11,578,782
========== ==========

September 30, 1999

Three Months Ended Nine Months Ended
September 30, 1999 September 30, 1999
------------------ ------------------

Shares outstanding at January 1, 1999....................... 8,756,487 8,756,487
Shares issued January 1, 1999 in
connection with the 1992 Employee
Stock Purchase Plan....................................... 20,643 20,643
Shares issued May 28, 1999 to
Infomatec Integrated Information
Systems AG................................................ 1,747,965 806,753
Shares issued July 1, 1999 in
connection with the 1992 Employee
Stock Purchase Plan....................................... 23,270 7,842
Shares issued in connection with a
non-qualified stock option plan........................... 163,019 61,438
Shares issued September 24, 1999 to
National Semiconductor Corporation........................ 52,583 17,720
---------- ---------
Weighted average shares outstanding......................... 10,763,967 9,670,883
========== =========
</TABLE>