HARBINGER CORP, DEF 14A, 1996-04-03

HARBINGER CORP
DEF 14A, 1996-04-03
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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

HARBINGER CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $125 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

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

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

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE> 2

HARBINGER CORPORATION
1055 LENOX PARK BOULEVARD
ATLANTA, GEORGIA 30319
(404) 841-4334

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 8, 1996

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Harbinger
Corporation (the "Company") will be held at: The Swissotel, 3391 Peachtree Road,
Atlanta, Georgia 30326, at 9:00 a.m., eastern daylight savings time, on
Wednesday, May 8, 1996 (the "Meeting"), to consider and act upon:

1. the election of seven persons to serve as members of the Company's
Board of Directors;

2. a proposal to approve the Company's 1996 Stock Option Plan;

3. a proposal to approve the Amended and Restated Harbinger
Corporation Employee Stock Purchase Plan;

4. a proposal to approve modification to the Company's Amended and
Restated 1993 Stock Option Plan for Nonemployee Directors;

5. a proposal to ratify the selection of independent public
accountants for the Company's current fiscal year; and

6. such other business as may properly come before the Annual Meeting
or any adjournment thereof.

The Board of Directors has fixed the close of business on March 29, 1996,
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the meeting.

By Order of the Board of Directors:

/s/ Joel G. Katz

Secretary
April 8, 1996
Atlanta, Georgia

IMPORTANT

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE MARK, DATE
AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE WHICH HAS BEEN
PROVIDED. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES. IN THE EVENT
YOU ARE ABLE TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR
SHARES IN PERSON.
<PAGE> 3

HARBINGER CORPORATION
1055 LENOX PARK BOULEVARD
ATLANTA, GEORGIA 30319
---------------------

PROXY STATEMENT
---------------------

MAY 8, 1996
---------------------

INFORMATION CONCERNING SOLICITATION AND VOTING

SHAREHOLDERS MEETING

This Proxy Statement and the enclosed proxy are furnished on behalf of the
Board of Directors of Harbinger Corporation, a Georgia corporation (the
"Company"), for use at the Annual Meeting of Shareholders to be held on May 8,
1996 at 9:00 o'clock a.m. eastern daylight savings time (the "Annual Meeting"),
or at any adjournment or postponement thereof, for the purposes set forth herein
and in the accompanying Notice of Annual Meeting. The Annual Meeting will be
held at The Swissotel, 3391 Peachtree Road, Atlanta, Georgia 30326. The Company
intends to mail this Proxy Statement and the accompanying Proxy card on or about
April 8, 1996, to all shareholders entitled to vote at the Annual Meeting.

SHAREHOLDERS ENTITLED TO VOTE

Only holders of record of Common Stock at the close of business on March
29, 1996 will be entitled to notice of and to vote at the Annual Meeting. At the
close of business on March 29, 1996, the Company had outstanding and entitled to
vote 10,475,335 shares of Common Stock. Each holder of record of Common Stock on
such date will be entitled to one vote for each share held on all matters to be
voted upon at the Annual Meeting. Any shareholder who signs and returns a Proxy
has the power to revoke it at any time before it is exercised by providing
written notice of revocation to the Secretary of the Company or by filing with
the Secretary of the Company a Proxy bearing a later date. The holders of a
majority of the total shares of Common Stock outstanding on the record date,
whether present at the Annual Meeting in person or represented by Proxy, will
constitute a quorum for the transaction of business at the Annual Meeting. The
shares held by each shareholder who signs and returns the enclosed form of Proxy
will be counted for the purposes of determining the presence of a quorum at the
meeting, whether or not the shareholder abstains on all or any matter to be
acted on at the meeting. Abstentions and broker non-votes both will be counted
toward fulfillment of quorum requirements. A broker non-vote occurs when a
nominee holding shares for a beneficial owner does not vote on a particular
proposal because the nominee does not have discretionary voting power with
respect to that proposal and has not received instructions from the beneficial
owner.

COUNTING OF VOTES

The purpose of the Annual Meeting is to consider and act upon the matters
which are listed in the accompanying Notice of Annual Meeting and set forth in
this Proxy Statement. The enclosed form of Proxy provides a means for a
shareholder to vote for all of the matters listed in the accompanying Notice of
Annual Meeting and described in the Proxy Statement. The enclosed form of Proxy
also provides a means for a shareholder to vote for all of the nominees for
Director listed thereon or to withhold authority to vote for one or more of such
nominees. The Company's Bylaws provide that Directors are elected by a plurality
of the votes cast. (Plurality means that more votes must be cast in favor of the
election of a Director than those cast against election of such Director).
Accordingly, the withholding of authority by a shareholder (including broker
non-votes) will not be counted in computing a plurality and thus will have no
effect on the results of the election of such nominees.
<PAGE> 4

The accompanying form of Proxy also provides a means for a shareholder to
vote for, against or abstain from voting on each of the other matters to be
acted upon at the Annual Meeting. Each Proxy will be voted in accordance with
the shareholder's directions. The affirmative vote of a majority of the shares
of Common Stock present in person or represented by a Proxy and entitled to vote
on proposals two through six set forth in the accompanying Notice of Annual
Meeting is required for the approval of such proposal. Approval of any other
matters as may properly come before the meeting also will require the
affirmative vote of a majority of the shares of Common Stock present in person
or represented by a Proxy and entitled to vote at the meeting. Abstentions with
respect to proposals two through six will have the same effect as a vote against
these proposals. With respect to broker non-votes, the shares will not be
considered present at the meeting for the proposal to which authority was
withheld. Consequently, broker non-votes will not be counted with regard to the
proposal, but they will have the effect of reducing the number of affirmative
votes required to approve the proposal, because they reduce the number of shares
present or represented from which a majority is calculated.

PROXIES

When the enclosed Proxy is properly signed and returned, the shares which
it represents will be voted at the Annual Meeting in accordance with the
instructions noted thereon. In the absence of such instructions, the shares
represented by a signed Proxy will be voted in favor of the nominees for
election to the Board of Directors, and in favor of the approval of proposals
two through six.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the amount and percent of shares of Common
Stock which, as of March 21, 1996, are deemed under the rules of the Securities
and Exchange Commission (the "Commission") to be "beneficially owned" by each
member of the Board of Directors of the Company, by each nominee to become a
member of the Board of Directors, by each Executive Officer of the Company, by
all Directors, Nominees and Executive Officers of the Company as a group, and by
any person or "group" (as that term is used in the Securities Act of 1934, as
amended) known to the Company as of that date to be a "beneficial owner" of more
than 5% of the outstanding shares of Common Stock of the Company:

<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED(1)
-----------------------------
NUMBER OF
SHARES OF PERCENTAGE
COMMON STOCK OF CLASS
------------ ----------
<S> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
----------------------------------------------------------
C. Tycho Howle(2)......................................... 927,731 8.9%
David T. Leach(3)......................................... 301,195 2.9
James C. Davis(4)......................................... 216,961 2.1
George S. Hart(5)......................................... 80,485 *
Donald L. House(6)........................................ 90,000 *
Joel G. Katz(7)........................................... 28,174 *
William B. King(8)........................................ 33,044 *
Stuart L. Bell(9)......................................... 18,750 *
William D. Savoy(10)...................................... 1,564,959 14.9
David A. Meeker(11)....................................... 11,750 *
James M. Travers(12)...................................... 15,600 *
Roger E. Covey............................................ -0- *
Henk P.M. Kivits.......................................... 2,666 *
All executive officers and directors as a group (13
persons)(13)............................................ 3,291,315 30.6
</TABLE>

2
<PAGE> 5

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

* Less than 1% of the outstanding Common Stock.
(1) Under rules promulgated by the Commission, "beneficial ownership" includes
having or sharing with others the power to vote or direct the investment of
securities. Accordingly, a person having or sharing the power to vote or
direct the investment of securities is deemed to "beneficially own" the
securities even if he has no right to receive any part of the dividends on
or the proceeds from the sale of these securities. Also, because
"beneficial ownership" extends to persons, such as the principal
shareholders of a corporate shareholder, who share power to vote or control
the disposition of the securities, the very same securities may be deemed
to be "beneficially owned" by two or more persons shown in the table.
Information with respect to "beneficial ownership" shown in the table above
is based on information supplied by the directors, executive officers of
the Company and filings made with the Commission or furnished to the
Company by other shareholders.
(2) Includes 717,993 shares held of record by Mr. Howle, 54,044 shares held of
record by Marie Howle, the wife of Mr. Howle, an aggregate 10,094 shares
held by or for the benefit of Mr. Howle's children, 145,000 shares held in
a family limited partnership for the benefit of Mr. Howle's siblings and
their families; and 600 shares held in a foundation created by Mr. Howle.
Mr. Howle disclaims beneficial ownership of all such shares, other than the
shares held of record by Mr. Howle. Mr. Howle's address is in care of
Harbinger Corporation, 1055 Lenox Park Boulevard, Atlanta, GA 30319.
(3) Includes 208,878 shares held of record by Mr. Leach, 2,317 shares held of
record by Lynn J. Leach, the wife of Mr. Leach, and 90,000 shares subject
to options exercisable immediately.
(4) Includes 110 shares held of record by Mr. Davis, 206,851 held jointly by
Mr. Davis and his wife and 10,000 shares subject to options exercisable
immediately.
(5) Includes 52,500 shares subject to options exercisable immediately.
(6) Includes 40,000 shares subject to options exercisable immediately.
(7) Includes 25,625 shares subject to options exercisable immediately.
(8) Includes 20,000 shares subject to options exercisable immediately.
(9) Includes 3,750 shares subject to an option exercisable immediately.
(10) Includes 16,250 shares subject to options exercisable immediately. Also
includes 1,548,709 shares beneficially owned by Vulcan Ventures, Inc.
("Vulcan"), as to which Mr. Savoy disclaims beneficial ownership. The
address of Mr. Savoy is 110 110th Avenue, N.E., Suite 550, Bellevue, WA
99004.
(11) Includes 11,250 shares subject to an option exercisable immediately.
(12) Includes 12,500 shares subject to an option exercisable immediately.
(13) Includes 281,875 shares subject to options exercisable immediately. Also
includes 1,548,709 shares beneficially owned by Vulcan.
(14) The address of Paul G. Allen is 110 110th Avenue, NE, Suite 550, Bellevue,
WA 99004.
(15) The address of Vulcan is 110 110th Avenue, N.E., Suite 550, Bellevue, WA
99004.
(16) Excludes shares of Common Stock, if any, that may be issued upon the
redemption of shares of the Company's Zero Coupon Preferred Stock. The
address of SSA is 500 West Madison, Chicago, Illinois, 60661.
(17) The address of AXA Equity & Law Assurance Society Plc is 20 Lincoln's Inn
Field, London, England WC2A 3ES.
(18) The address of Orbis Pension Trustees Ltd. is 1 Conaught Place, London,
England W2 2DY.

3
<PAGE> 6

PROPOSAL 1
ELECTION OF DIRECTORS

INTRODUCTION

At the Annual Meeting, seven directors are to be elected for the terms
described below. In accordance with Section 5.2 of the Company's Articles of
Amendment and Restatement, beginning with the 1996 Annual Meeting of
Shareholders, the Board of Directors of the Company will be divided into three
classes, Class I, Class II and Class III, with each class to be equal or nearly
equal in number to each other class. The three classes shall have terms expiring
at the 1997, 1998 and 1999 Annual Meetings, respectively. The three classes and
the nominees assigned to each class by the Board are set out below. At each
Annual Meeting following the 1996 Annual Meeting, the successors of the class of
Directors whose term expires shall be elected to hold office for a term expiring
at the Annual Meeting held in the third year following the year of election. The
Board of Directors has adopted a policy statement that provides as follows:
"[i]t is the policy of Harbinger Corporation, in order to ensure full
representation of the Company's shareholders on the Board of Directors and to
enhance the Company's access to talented managerial advisors, that no
nonemployee director of the Company shall serve as a director for more than
eight consecutive years and that each nonemployee director when first elected to
the Board of Directors (including after a period of non-service) shall serve for
only a one year term unless renominated by the Board of Directors at that time,
in which case he or she shall be included in the Company's staggered board in a
manner determined by the Board of Directors."

Shares represented by executed proxies will be voted, if authority to do so
is not withheld, for the election of the seven nominees named below. In the
event that any nominee should be unavailable for election as a result of an
unexpected occurrence, such shares will be voted for the election of such
substitute nominee as the Board of Directors may select. Each person nominated
for election has agreed to serve if elected, and management has no reason to
believe that any nominee will be unable to serve.

The Board of Directors recommends a vote FOR each named nominee.

NOMINEES

The name and age, principal occupation or employment, and other data
regarding each nominee, based on information received from the respective
nominees, are set forth below:

NOMINEES TO SERVE UNTIL THE 1999 ANNUAL MEETING (CLASS III)

C. Tycho Howle

Mr. Howle, age 46, has served as Chairman of the Board of Directors and
Chief Executive Officer of the Company and its predecessors since 1983. From
1981 to 1983 Mr. Howle was a consultant with McKinsey & Company, Inc., a
management consulting firm. From 1979 to 1981, Mr. Howle was a Product Line
Manager with the Hewlett-Packard Company. From 1973 to 1977, he was a project
manager with Booz, Allen & Hamilton's Applied Research Unit.

William D. Savoy

Mr. Savoy, age 31, has been a director of the Company since May 1993. Under
the Company's policy statement regarding term limits for nonemployee directors,
Mr. Savoy will be eligible to serve as a director through the date of the
Company's Annual Meeting to be held in 2001. Mr. Savoy has served as President
of Vulcan Northwest, Inc. since 1988. Mr. Savoy is also a director of Telescan,
Inc.

NOMINEES TO SERVE UNTIL THE 1998 ANNUAL MEETING (CLASS II)

David T. Leach

Mr. Leach, age 45, has served as President and a director of the Company
since February 1994. From June 1992 until February 1994, he was Group Executive
Vice President, Sales and Operations of the

4
<PAGE> 7

Company. He served as Senior Vice President of Harbinger Computer Services, Inc.
("HCS") from 1988 until 1990 and was President of HCS from 1990 until its
reorganization into Harbinger Corporation in 1992. Prior to joining HCS, Mr.
Leach was a consultant with McKinsey & Company, Inc., a management consulting
firm.

Roger E. Covey

Roger E. Covey, age 40, has been a director of the Company since July 1995.
Under the Company's policy statement regarding term limits for nonemployee
directors, Mr. Covey will be eligible to serve as a director through the date of
the Company's Annual Meeting to be held in 2003. Mr. Covey currently serves as
Chief Executive Officer and Chairman of the Board of SSA, positions which he
also held from its inception in October 1981 until August 1991, at which time he
was elected as SSA's Vice-Chairman of the Board. From August 15 until October
31, 1994, he served as SSA's Vice President -- Research and Development.

NOMINEES TO SERVE UNTIL THE 1997 ANNUAL MEETING (CLASS I)

William B. King

Mr. King, age 51, has been a director of the Company since January 1993.
Under the Company's policy statement regarding term limits for nonemployee
directors, Mr. King will be eligible to serve as a director through the
Company's Annual Meeting to be held in 2001. Mr. King has served as Chairman of
Private Business, Inc., a banking software provider, since 1991. From 1986 until
February 1995, Mr. King served as Chairman of FISI-Madison Financial
Corporation, Chairman of CUC Europe, and served on the Board of Directors of CUC
International.

Stuart L. Bell

Mr. Bell, age 42, has been a director of the Company since April 1995.
Under the Company's policy statement regarding term limits for nonemployee
directors, Mr. Bell will be eligible to serve as a director through the date of
the Company's Annual Meeting to be held in 2003. Mr. Bell served as Executive
Vice President and Chief Financial Officer of CUC International from 1983 to
January 1995, and has served as Assistant to the Chief Executive Officer of CUC
International since February 1995.

Henk P.M. Kivits

Mr. Kivits, age 42, has been Supervisory Director of Harbinger NV since
February 1995. Under the Company's policy statement regarding term limits for
nonemployee directors, Mr. Kivits will be eligible to serve as a director
through the date of Company's Annual Meeting to be held 2004. Mr. Kivits is the
founder and served as President of Intercai Holding B.V. from January 1980 until
January 1995. From January 1995 until the present he has served as Chief
Executive Officer of KPN Multimedia.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

During 1995, the Board of Directors held eleven meetings. All of the
directors attended at least 75% of the aggregate total number of meetings of the
Board of Directors and meetings of committees of the Board of Directors on which
they served.

The Company's Board of Directors has established an Audit Committee and
Compensation Committee. The following persons presently serve on the Audit
Committee: William B. King and Stuart L. Bell. The Audit Committee met two times
in 1995. The primary functions of the Audit Committee are to review the scope
and timing of the audit and non-audit services to be rendered by the Company's
independent accountants to review audit plans of the independent accountants and
internal auditors and to review the reports upon completion of their audits, to
review the appropriateness of the Company's accounting policies, the adequacy of
its financial controls and the reliability of the financial information reported
to the public, and to report to the Board of Directors on its activities. The
following directors presently serve on the Compensation Committee: William D.
Savoy, William B. King and Stuart L. Bell. The Compensation

5
<PAGE> 8

Committee met one time in 1995. The primary functions of the Compensation
Committee are to review and approve, subject to ratification of the Board of
Directors, the Chief Executive Officer's compensation, to consult with the Chief
Executive Officer and approve compensation for executive officers and other key
employees, to administer the Company's stock option plans and employee stock
purchase plans, including approval of all awards thereunder, to approve
management incentive bonuses, and to report to the Board of Directors on these
activities.

As compensation for serving on the Board of Directors, directors who are
not also employees of the Company ("Nonemployee Directors") receive $900 for
each meeting of the full Board and $250 for teleconference Board meetings of 90
minutes or less in which they participate. In the Company's discretion,
Nonemployee Directors may also be reimbursed for reasonable expenses incurred by
them in connection with their attendance at Board Meetings. Nonemployee
Directors are also eligible to receive options under the Company's Amended and
Restated 1993 Stock Option Plan for Nonemployee Directors. See "Proposal 4,
Approval of Modifications to the 1993 Stock Option Plan for Nonemployee
Directors."

During the term of the Alliance Agreement between the Company and SSA, SSA
has the right to designate one member to stand for election to the Company's
Board of Directors. SSA's designee is Roger E. Covey.

EXECUTIVE OFFICERS

In addition to the individuals nominated for director above who are also
executive officers of the Company, the following individuals presently serve as
executive officers of the Company:

James C. Davis

Mr. Davis, age 43, has served as President of Harbinger Group Operations
since January 1995. In this capacity Mr. Davis has responsibility for
international operations and corporate mergers and acquisitions. He served as
President of the Company from January 1989 until December 1993, when he resigned
as an officer and director of the Company. He was Vice President and Senior Vice
President of HCS from May 1984 until December 1988.

James M. Travers

Mr. Travers, age 44, has served as President of Harbinger Enterprise
Solutions since January 1995. In this capacity, Mr. Travers manages the business
operations acquired in the TI Acquisition. From 1978 through 1994, Mr. Travers
served in various managerial positions with TI, including the position as
Director of Business Development for TI's Worldwide Applications Software
Business and General Manager of TI's EDI business unit from June 1992 through
December of 1994.

George S. Hart

Mr. Hart, age 54, has served as Senior Vice President, Licensee
Relationships of Harbinger since April 1984. He served as Senior Vice President,
Business Development and Sales of the Company from the Reorganization in May
1992 until April 1994. From April 1984 to May 1992, Mr. Hart served as Senior
Vice President, Business Development and Sales of HCS.

David A. Meeker

Mr. Meeker, age 53, has served as Vice President, Sales since January 1995.
From September 1992 through December 1994, Mr. Meeker served as Vice President,
Sales for National Data Corp., a credit card processing company. From January
1992 through August 1992 Mr. Meeker served as Vice President, Sales and
Marketing for Software Alternatives, a computer software and systems vendor.
From January 1990 to January 1992, Mr. Meeker served as Manager, U.S. Channel
Operations for IBM.

6
<PAGE> 9

Joel G. Katz

Mr. Katz, age 32, has served as Vice President, Finance and Secretary of
Harbinger since January 1995. He served as Senior Director of Finance of the
Company from February 1994 to January 1995, and he was elected Secretary in
February 1994. He joined Harbinger in 1990 as Controller and became Director of
Finance in December 1991. From 1985 to 1990, he was a certified public
accountant in the audit division of Arthur Andersen LLP.

EXECUTIVE COMPENSATION

The following table presents certain summary information concerning
compensation earned for services rendered to the Company by the Company's Chief
Executive Officer and each of the other four most highly compensated executive
officers of the Company during 1995 (collectively the "Named Executive
Officers") for the fiscal years ended December 31, 1995, 1994, and 1993.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
ANNUAL ------------
COMPENSATION SECURITIES ALL
------------------ UNDERLYING OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS OPTIONS(#) COMPENSATION
- -------------------------------------------- -------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
C. Tycho Howle 1995 $157,134 $65,920 -- $ 800
Chairman, 1994 149,375 23,721 -- 662
Chief Executive Officer and Director 1993 129,868 57,664 -- --

David T. Leach 1995 $127,634 $52,602 -- $ 800
President, 1994 116,125 28,028 30,000 495
Chief Operating Officer and Director 1993 96,000 48,485 12,500 --

James C. Davis 1995 $106,727 $29,094 40,000 $ 800
President, 1994 77,239 -- -- --
Harbinger Group Operations 1993 127,825 53,313 12,500 --

James M. Travers 1995 $106,673 $89,200 50,000 $4,238
President, 1994 -- -- -- --
Harbinger Enterprise Solutions 1993 -- -- -- --

David A. Meeker 1995 $ 95,740 $50,000 45,000 $ 500
Vice President, 1994 -- -- -- --
Sales 1993 -- -- -- --
</TABLE>

7
<PAGE> 10

OPTION GRANTS IN LAST FISCAL YEAR

The following table contains information concerning options granted during
the year ended December 31, 1995 to the Named Executive Officers:

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
NUMBER OF RATES OF STOCK
SECURITIES EXERCISE PRICE APPRECIATION
UNDERLYING % OF TOTAL OPTIONS OR BASE FOR OPTION TERM(2)
OPTIONS GRANTED TO EMPLOYEES PRICE EXPIRATION -------------------
GRANTED(1) FISCAL YEAR ($/SH) DATE 5% 10%
---------- -------------------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
C. Tycho Howle.............. -- -- -- -- -- --
David T. Leach.............. -- -- -- -- -- --
James C. Davis.............. 40,000 8.51% $ 6.38 01/25/02 $160,494 $406,723
James M. Travers............ 50,000 10.63% $ 6.38 01/25/02 $200,617 $508,404
David A. Meeker............. 45,000 9.57% $ 6.38 01/25/02 $180,556 $457,563
</TABLE>

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

(1) The options granted to the named executive officers were awarded under the
Company's Amended and Restated 1989 Stock Option Plan (the "1989 Plan").
The options granted under the 1989 Plan are exercisable for a period not to
exceed seven years from the date of grant. Options granted before July 1994
vest at the rate of 33 1/3% after each year of continuous employment with
the Company. Options granted on or after July 1994 vest generally at the
rate of 25% after each year of continuous employment with the Company. The
exercise price of each option granted was not less than 100% of the fair
market value of a share of Common Stock on the date of grant.
(2) Amounts represent the hypothetical gains that could be achieved for the
respective options at the end of the seven year option term. The assumed 5%
and 10% rates of stock appreciation are mandated by the rules of the
Securities and Exchange Commission and may not accurately reflect the
appreciation of the price of the Common Stock from the grant date until the
expiration of the option term. These assumptions are not intended to
represent a forecast of future stock appreciation of the Company's Common
Stock. No assurance can be given that the Company's Common Stock will
appreciate at all.

OPTIONS EXERCISED AND YEAR-END VALUES OF AN EXERCISED OPTION

The following table sets forth information, as of December 31, 1995,
regarding the number of shares received and the value realized upon exercise of
the stock options, and the number and value of exercisable and unexercisable
options to purchase Common Stock of the Company held by the Company's Named
Executive Officers.

AGGREGATED OPTION EXERCISES IN 1995 AND 1995 YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
SHARES DECEMBER 31, 1995 AT DECEMBER 31, 1995(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
C. Tycho Howle............. None N/A -- -- -- --
David T. Leach............. None N/A 65,834 56,666 $ 1,257,996 $ 951,704
James C. Davis............. None N/A -- 40,000 -- $ 664,800
James M. Travers........... None N/A -- 50,000 -- $ 831,000
David A. Meeker............ None N/A -- 45,000 -- $ 747,900
</TABLE>

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

(1) Calculated by multiplying the number of shares underlying options by the
difference between the closing sale price of the Common Stock as reported
by The Nasdaq Stock Market on the date of exercise and the exercise price
of the options.
(2) Calculated by multiplying the number of shares underlying options by the
difference between the closing sale price for the Common Stock of $23.00 as
reported by The Nasdaq Stock Market on December 31, 1995 and the exercise
price of the options.

8
<PAGE> 11

AGREEMENTS WITH EMPLOYEES

Employees of the Company, including executive officers, are required to
sign an agreement with the Company defining the employee's responsibilities,
restricting the ability of the employee to compete with the Company during his
or her employment and for a designated period thereafter, restricting
solicitation of customers and employees following employment with the Company,
and providing for ownership and assignment of intellectual property rights to
the Company. The agreements have an indefinite term, but the employee may
terminate employment with the Company at any time.

401(K) PROFIT SHARING PLAN

The Company maintains a 401(k) Profit Sharing Plan (the "401(k) Plan")
which is intended to be a tax-qualified defined contribution plan under Section
401(k) of the Internal Revenue Code of 1986, as amended (the "Code"). In
general, all employees of the Company who have completed one year of service and
have attained age 21 are eligible to participate. The 401(k) Plan includes a
salary deferral arrangement pursuant to which participants may contribute,
subject to certain Code limitations, a minimum of 3% and a maximum of 15% of
their salary on a pre-tax basis. Subject to certain Code limitations, the
Company may make a matching contribution of up to $300 of the salary deferral
contributions of participants at a rate determined by the Board of Directors of
the Company each year. The Company may also make an additional contribution to
the 401(k) Plan each year at the discretion of the Board of Directors. The Board
of Directors approved the contribution by the Company of $27,000 to the 401(k)
Plan for 1995. A separate account is maintained for each participant in the
401(k) Plan. The portion of a participant's account attributable to his or her
own contributions is always 100% vested. The portion of the account attributable
to Company contributions (including matching contributions) vests at a rate of
20% per year commencing after the first year of service. Distributions from the
401(k) Plan may be made in the form of a lump-sum cash payment or in installment
payments.

STOCK OPTION PLANS

Employee Stock Option Plan. The Company's Amended and Restated 1989 Stock
Option Plan (the "1989 Stock Option Plan") became effective on July 26, 1989.
The purpose of the 1989 Stock Option Plan is to provide incentives for officers,
directors, consultants and key employees to promote the success of the Company,
and to enhance the Company's ability to attract and retain the services of such
persons. As amended, the aggregate number of shares of Common Stock reserved for
issuance under the 1989 Stock Option Plan is 1.5 million shares. Options granted
under the 1989 Stock Option Plan may be either (i) options intended to qualify
as "incentive stock options" under Section 422 of the Code, or (ii)
non-qualified stock options. The 1989 Stock Option Plan permits the grant of
stock appreciation rights in connection with the grant of stock options. Stock
options may be granted under the 1989 Stock Option Plan for all employees and
consultants of the Company, or of any present or future subsidiary or parent of
the Company, who are considered "key employees" or "key consultants." The 1989
Stock Option Plan is administered by the Compensation Committee of the Board of
Directors. The Compensation Committee has the authority to determine exercise
prices applicable to the options, the eligible officers, directors, consultants
or employees to whom options may be granted, the number of shares of the
Company's Common Stock subject to each option, and the extent to which options
may be exercisable. The Compensation Committee is empowered to interpret the
1989 Stock Option Plan and to prescribe, amend and rescind the rules and
regulations pertaining to the 1989 Stock Option Plan. Options granted under the
1989 Stock Option Plan generally vest over three or four years. No option is
transferable by the optionee other than by will or the laws of descent and
distribution, and each option is exercisable, during the lifetime of the
optionee, only by such optionee.

Any incentive stock option that is granted under the 1989 Stock Option Plan
may not be granted at a price less than the fair market value of the Company's
Common Stock on the date of grant (or less than 110% of fair market value in the
case of holders of 10% or more of the total combined voting power of all classes
of stock of the Company or a subsidiary or parent of the Company). Non-qualified
stock options may be granted at the exercise price established by the
Compensation Committee, which may be less than the fair market value of the
Company's Common Stock on the date of grant.

9
<PAGE> 12

Each option granted under the 1989 Stock Option Plan is exercisable for a
period not to exceed ten years from the date of grant (or five years in the case
of a holder of more than 10% of the total combined power of all classes of stock
of the Company or of a subsidiary or parent of the Company) and shall lapse upon
expiration of such period, or earlier upon termination of the recipient's
employment with the Company, or as determined by the Compensation Committee.

As of March 21, 1996, options to purchase 983,477 shares of Common Stock
were outstanding under the 1989 Stock Option Plan and 504,794 shares of Common
Stock had been issued upon exercise of options granted under the plan.

Nonemployee Directors Stock Option Plan. The Amended and Restated 1993
Stock Option Plan for Nonemployee Directors (the "Nonemployee Directors Plan")
became effective on April 30, 1993. A total of 150,000 shares of the Company's
Common Stock have been reserved for issuance under the Nonemployee Directors
Plan.

The terms of the options granted under the Nonemployee Directors Plan,
including the exercise price, dates and number of shares subject to the options
are specified in the Nonemployee Directors Plan. The Nonemployee Directors Plan
provides for the automatic granting of non-qualified stock options to
Nonemployee Directors. Each Nonemployee Director receives an option to purchase
5,000 shares of Common Stock (4,000 shares if Proposal 4 is adopted) on the date
of, and at a time immediately following every, annual meeting of the
shareholders ("Annual Grant"). Each Nonemployee Director who is first appointed
or elected to the Board and attends a regular quarterly meeting of the Board
which occurs at any time other than at an annual meeting of the shareholders is
granted an option to purchase a number of shares of Common Stock equal to the
product of (i) 5,000 (4,000 if Proposal 4 is adopted) multiplied by (ii) a
fraction, the numerator of which is the number of regular quarterly directors
meetings expected by the Chief Executive Officer of the Company to occur between
the date that such Nonemployee Director is appointed or elected to the Board and
the first annual meeting of shareholders following such appointment or election,
and the denominator of which is four (the "Interim Grant"). Annual Grants and
Interim Grants vest during the year based on the attendance by the Nonemployee
Director at the regular quarterly meetings of the Board. No option is
transferable by the optionee other than by will or laws of descent and
distribution, and each option is exercisable, during the lifetime of the
optionee, only by such optionee. The exercise price of all options must be at
least equal to the fair market value of the shares on the date of grant, and the
term of each option may not exceed seven years. The Nonemployee Directors Plan
will continue in effect for a period of ten years unless sooner terminated by
the Board of Directors.

As of March 21, 1996, options to purchase an aggregate of 60,000 shares of
Common Stock were outstanding under the Nonemployee Directors Plan and
approximately 11,250 shares had been issued pursuant to the exercise of options
granted under the plan.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

GENERAL

The Compensation Committee of the Company's Board of Directors has
furnished the following report on Executive Compensation in accordance with the
rules and regulations of the Securities and Exchange Commission. This report
outlines the duties of the Committee with respect to executive compensation, the
various components of the Company's compensation program for executive officers
and other key employees, and the basis on which the 1995 compensation was
determined for the executive officers of the Company, with particular detail
given to the 1995 compensation for the Company's Chief Executive Officer.

During 1995, the Compensation Committee was comprised of William D. Savoy
and William B. King.

Duties of the Committee include establishing and approving compensation of
the Chief Executive Officer, consulting with the Chief Executive Officer for the
purpose of reviewing and approving compensation for executive officers and other
key employees, administering the Company's stock option plans for employees,

10
<PAGE> 13

and approving management incentive bonuses. In performing the duties described
above, the Compensation Committee seeks to achieve the following:

(i) to provide compensation opportunities that are based on the
performance of the Company,

(ii) to provide competitive compensation programs that enable the
Company to attract and retain highly qualified executive managers who are
focused on enhancing shareholder value, and

(iii) to coordinate compensation programs and practices so that they
promote the Company's annual and long-term business objectives and
strategies.

The Compensation Committee in all instances seeks to link compensation to
the value and level of the performance of the executive. The Compensation
Committee seeks to achieve this objective by implementing, as the principal
components of compensation, a program of base salary, incentive compensation and
equity-based incentives. The compensation decisions of the Committee relative to
the Company's executive officers and key employees are described below as to
each of the foregoing components.

COMPENSATION OF EXECUTIVE OFFICERS GENERALLY

Salary. The salary levels of the Company's executive officers and other
key employees are reviewed by the Committee annually. In determining appropriate
base-salary levels, the Committee considers such factors as duties and
responsibilities inherent in the position held, initiative, performance, tenure
and pay practices for other companies of similar size in the electronics
industry, as well as business conditions generally prevailing in the software
and technology industries on whole.

The Company refers to external information to determine base salaries paid
by other companies for comparable positions. For example, the Company refers to
a survey by organizations such as the American Electronics Association and the
ITAA for both executives and non-executives to determine market salaries for
comparable positions paid by other software and electronic companies of similar
size, and awards salary increases based on the number of years experience and
performance, giving consideration to the market salaries reflected by these
surveys.

Cash Bonuses. Annual cash bonuses are determined and paid to executives
and key employees pursuant to the Company's compensation plan for executive
officers and other key employees. For each executive and key employee, the cash
bonus is based upon the attainment of financial objectives, either for the
Company as a whole, or for the employees area of responsibility. For 1994, these
objectives were weighted 70% to the attainment of targeted operating income and
30% to the attainment of targeted revenue. For 1995, these objectives were
weighted to 60% to the attainment of targeted operating income and 40% to the
attainment of targeted revenue. The Compensation Committee believes that the
change toward a larger percentage of compensation being weighted toward the
attainment of targeted revenue emphasizes the Company's perception of the
importance of increasing the Company's market share in the rapidly growing
market for electronic commerce software and services. Cash bonuses for executive
officers and other key employees are targeted at ranges from 25% of base salary
to 50% of base salary. The amount of the bonus payable to any executive officer
or other key employee ranges from zero percent of targeted bonus to a maximum
225% of targeted bonus depending on the level of financial performance goals
achieved. Since bonus payments are based on the degree in which the company
achieves its overall operating income and revenue goals, the compensation of
executive officers and key employees is higher during years in which the Company
meets or exceeds its specified financial performance goals. Operating income and
revenues for the year ended December 31, 1995 were $3.1 million and $23.1
million, respectively, as compared to an operating loss and revenues of $2.7
million and $13.7 million, respectively, for the year ended December 31, 1994.
Total cash bonuses of $460,000 were paid to 16 members of senior management
participating in the incentive plan during 1995. In addition, total cash bonuses
of approximately $206,000 were paid to 13 members of senior management
participating in the plan during 1994.

Equity-based Incentives. The Company maintains stock option plans to
provide executive officers and other key employees and consultants with
additional incentive to promote the financial success of the Company which, in
turn, is intended to positively impact the value of the Company's Common Stock.
Options

11
<PAGE> 14

granted under the Company's 1989 Stock Option Plan have generally been long-term
(seven years) and options granted since July 1994 generally vest at the rate of
25% per year during the four years following the date of grant. All such options
are exercisable at fair market value on the date of grant. With such features,
the Company considers stock options as a way of aligning the interest of
management with the interest of the Company's shareholders in inducing executive
officers and other key employees to remain with the Company on a long-term
basis. The Compensation Committee believes that the Company's long-term goals
will best be achieved by maintaining in place the core management team of
executive officers and other key employees. During 1995, options to purchase
135,000 shares of the Company's Common Stock were awarded to executive officers
in connection with joining the Company. As of December 31, 1995, options to
purchase an aggregate 1,010,574 shares of the Company's Common Stock were held
by 147 employees under the Company's 1989 Stock Option Plan. Included in this
amount as of December 31, 1995 are options to purchase 257,500 shares of the
Company's Common Stock at an average exercise price of $5.71 held by executive
officers named in the Summary Compensation Table. The Compensation Committee is
recommending, and the Board of Directors have recommended the adoption of the
Company's proposed 1996 Stock Option Plan to supersede and replace the 1989
Stock Option Plan. The Compensation Committee also administers the Company's
1996 Employee Stock Purchase Plan, which is submitted to the Shareholders for
approval at the 1996 Annual Meeting.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

In establishing cash bonus compensation for Mr. Howle, the Company observed
similar guidelines as set forth for executive officers generally. The Company
does not assign specific weighting to the various guidelines, or factors, other
than the weighting that is applied to the achievement of operating income goals
and the achievement of revenue goals. During 1995, Mr. Howle's base salary was
increased to $160,000, effective April 1, 1995, as compared to $155,000 for the
immediately preceding year. The Compensation Committee approved a bonus of
$65,920 to Mr. Howle for 1995, reflecting the fact that the Company met its
targeted goals for operating income and revenue for 1995. Mr. Howle's bonus is
targeted at 50% of base salary if the Company and Harbinger NV each achieved
targeted operating income and revenue goals. In 1994, Mr. Howle received a bonus
of $20,708. The Compensation Committee has not awarded stock options to Mr.
Howle.

POLICY WITH RESPECT TO QUALIFYING COMPENSATION FOR DEDUCTIBILITY

Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the
deduction allowable to the Company for compensation paid to the Chief Executive
Officer and each of the four other most highly compensated executive officers to
$1.0 million. Qualified performance-based compensation is excluded from this
limitation if certain requirements are met. The Company's policy is generally to
preserve the federal income tax deductibility of compensation paid, to the
extent feasible. The Committee believes that awards under the Company's
management incentive plan and its award of options made under stock option plans
for employees will qualify as performance-based compensation and thereby be
excluded from the $1.0 million limitation. Notwithstanding the Company's policy
to preserve the federal income tax deductibility of compensation payments, under
certain circumstances, the Compensation Committee, in its discretion, may
authorize payment, such as salary, bonuses or otherwise, that may cause an
executive officer's income to exceed the deductible limits.

Compensation Committee

William D. Savoy
William B. King

12
<PAGE> 15

STOCK PERFORMANCE GRAPH

The following line-graph provides a comparison of the cumulative total
shareholder return on the Company's Common Stock for the period from the date of
the Company's initial public offering on August 22, 1995 through December 31,
1995, against the cumulative shareholder return during such period achieved by
the Nasdaq Stock Market (U.S. Companies) and the Index for Nasdaq Computer and
Data Processing Stocks (the "Nasdaq Computer Index"). All amounts have been
calculated as if all dividends were reinvested.

<TABLE>
<CAPTION>
Measurement Period Nasdaq Stock Nasdaq Com-
(Fiscal Year Covered) Harbinger Market puter Index
<S> <C> <C> <C>
8/22/95 100 100 100
8/31/95 95.868 99.494 95.519
9/30/95 90.909 101.782 98.601
10/31/95 92.562 101.148 103.63
11/30/95 166.116 103.527 104.459
12/31/95 152.066 102.993 103.195
</TABLE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Pursuant to its License Agreement with SSA, the Company has agreed to
nominate a designee of SSA to the Board of Directors. SSA's designee is Roger E.
Covey. The Company has designated, and proposes that the shareholders vote in
favor of, the election of Mr. Covey to the Company's Board of Directors.

CERTAIN TRANSACTIONS

HARBINGER NV

In November 1993, the Company assisted in the founding of Harbinger NV, a
Dutch corporation which markets electronic commerce products and services in the
European market. The initial capitalization of Harbinger NV consisted of an
investment of $500,000 from the Company and $2,000,000 from other investors,
including executive officers and other shareholders of the Company. In 1995, the
Company and certain of these investors contributed an additional $150,000 and
$600,000, respectively, to Harbinger NV. The Company is a party to several
agreements with Harbinger NV which govern the terms and conditions of the
performance of services, the licensing of technologies, and the sharing of
resources and personnel between the Company and Harbinger NV. Harbinger NV has a
license to use the Company's network and PC technology and will pay the Company
royalty fees based on a percentage of software and network revenues earned.

13
<PAGE> 16

In connection with the Company's Alliance Agreement with SSA, Harbinger NV
employed twelve former SSA software engineers, and assumed the leases for three
items of computer equipment and a leasehold facility in the Netherlands.
Harbinger NV will utilize these personnel to provide software engineering
services primarily for the Company. Services performed by Harbinger NV for the
Company will be paid for by the Company at Harbinger NV's cost.

In addition to the Company's ownership interest of approximately 20% of the
common stock of Harbinger NV, approximately 60% of the common stock is owned by
Vulcan Ventures and approximately 20% is owned by AXA Equity & Law Life
Assurance Society Plc ("Equity & Law"). Both Equity & Law and Vulcan Ventures
beneficially own more than 5% of the Company's voting securities. Messrs. Howle,
Davis and Savoy serve as members of the Supervisory Board of Harbinger NV. Mr.
Howle is an executive officer and director, and Mr. Davis is an executive
officer of the Company, and Mr. Savoy is a director of the Company and a
President of Vulcan Northwest, Inc. Members of the Supervisory Board of
Harbinger NV, including Messrs. Howle and Savoy, are entitled to compensation
for attendance at Board meetings of $700 per meeting attended and an annual
grant of stock options to purchase 5,000 shares of the common shares of
Harbinger NV at the fair market value on the day of the annual general
shareholders meeting. During the three year period ended December 31, 1995,
Harbinger NV paid approximately $656,000 to the Company for services rendered.
Additionally, the Company paid expenses of $95,000, $95,000 and $39,000, for the
years ended December 31, 1995, 1994 and 1993, respectively, that were reimbursed
by Harbinger NV.

The Company has agreed to loan Harbinger NV up to $1.0 million, under a
revolving credit agreement bearing interest at the prime rate plus 1.125% per
annum, secured by certain assets of Harbinger NV. The loan agreement has a
one-year term, and is automatically renewable thereafter for consecutive
one-year terms unless terminated by either party. Advances on this loan may be
funded on a monthly basis as determined by the Company. The Company will have
the right at any time to discontinue advances under this loan agreement;
provided, however, that a request to fund the expenses of closing down Harbinger
NV's operations must be met to the extent of the funds required to satisfy
Harbinger NV's commitments. As additional consideration for the loan facility,
the Company received a warrant to purchase for $1.00 per share a number of
common shares of Harbinger NV (not to exceed 100,000 shares) equal to 10% of the
maximum indebtedness outstanding at any time during the loan term.

Under a Shareholders Agreement dated November 5, 1993 among the
shareholders of Harbinger NV, during the period commencing November 5, 1994 and
ending November 4, 1997 the Company has an option (the "Call Option") to
purchase from the other shareholders of Harbinger NV all of their shares of
Harbinger NV at a purchase price, which shall be one of the following two
choices (with each Harbinger NV shareholder entitled to an independent selection
of the purchase price choice): (i) one share of the Common Stock of the Company
for each seven shares of common shares of Harbinger NV held by the shareholder
at the time the Company exercises the Call Option, or (ii) the total amount
contributed to the capital of Harbinger NV by the respective shareholder plus
30% compounded annual interest calculated as of the date of the original capital
contribution. The Shareholders Agreement includes restrictions on transfer of
the securities of Harbinger NV and a put-call option which may be exercised at
any time on and after November 5, 1994 by any shareholder holding nine percent
or more of the outstanding common shares of Harbinger NV. The Shareholders
Agreement is effective until the earlier of December 31, 1999 or termination by
written agreement of Harbinger NV and shareholders holding at least 80% of the
aggregate issued shares.

HARBINGER NET SERVICES, LLC

The Company organized Harbinger NET Services, LLC ("HNS") in December 1994
to address opportunities to use the Internet to perform electronic commerce
transactions and related services. In March 1995, the Company invested
approximately $360,000, and other individuals (including existing Harbinger
shareholders, officers and directors) invested approximately $300,000 to provide
initial funding. In June 1995, the Company purchased additional HNS common
shares, for an aggregate consideration of $8.0 million, of which $2.0 million
was paid in June 1995 and $6.0 million was paid in September 1995 from the
proceeds of the Company's initial public offering. Also in June 1995, BellSouth
invested $3.0 million in HNS in exchange for the BellSouth Debenture, which is a
five year subordinated convertible debenture

14
<PAGE> 17

bearing interest at 6% per annum. The BellSouth Debenture will convert
automatically into common shares of HNS at such time, if ever, as BellSouth
under the terms of a consent decree applicable to BellSouth is permitted to make
equity investments in companies such as HNS. No assurance can be given that such
modification will be approved during the term of the BellSouth Debenture by the
federal court having jurisdiction over the consent decree. Assuming immediate
conversion of the BellSouth Debenture and exercise of outstanding HNS options,
BellSouth would acquire 2.2 million HNS common shares, and the Company and
BellSouth would own 70% and 24%, and Harbinger shareholders, officers and
directors would own 6%, respectively, of the HNS common shares outstanding
following such conversion.

The Company and HNS have entered into several agreements effective May 1995
for the Company to receive certain rights and provide products and services to
HNS. Under a Software License Agreement, HNS has granted the Company the
non-exclusive right to license and distribute HNS products, if any, which may be
derived from the Company's products, for a royalty to be determined by the
Company and HNS in connection with such software products released by HNS. Also
under the Software License Agreement, the Company provides HNS a right to
license and distribute certain Company software programs and HNS pays the
Company a royalty based on HNS's software revenues derived from Company
products. Under a Management Agreement and a Development Agreement, the Company
provides various management and development services to HNS in connection with
its general management, the planning and execution of marketing and sales
activities, and the development of software products in exchange for payment by
HNS of specified costs of the Company's personnel performing such services and
reimbursement of associated expenses. In accordance with a System Operation
Agreement, the Company's value-added network ("VAN") is available to HNS under
certain conditions at a flat monthly fee and a monthly royalty based on a
percentage of network fees generated by HNS customers.

The rights of HNS shareholders and the terms governing the management and
operation of HNS are set forth in the Operating Agreement effective as of June
20, 1995, as amended, between HNS and the holders of its shares. Under the
Operating Agreement, the shareholders of HNS have delegated to the Board of
Managers of HNS the power and authority to operate and manage the business and
affairs of HNS without any approval or vote on the part of the shareholders. The
powers delegated to the Board of Managers include among others the power,
without any HNS shareholder consent or approval to (i) approve the sale of all
or substantially all of HNS's assets, (ii) approve the merger of HNS with or
into another entity, (iii) amend the Operating Agreement of HNS, and (iv)
approve the creation or issuance of additional or new classes of HNS shares
which may be superior in economic or voting rights to existing shares. The Board
of Managers consists of seven persons. Currently, two of such persons are
designated by the Company, two are designated by BellSouth, two are jointly
designated by the Company and BellSouth, and a final member is to be elected by
majority vote of the HNS shareholders other than the Company. If either the
Company or BellSouth holds only between five and ten percent of HNS's
outstanding shares, then the number of Board designees for the respective party
reduces to one, and if the share holdings fall below five percent, that party
loses its Board designation rights. After December 31, 1996 the members of the
Board of Managers are elected by simple majority vote of all HNS shareholders
voting as a single class, except that BellSouth always maintains its Board
designation rights for so long as BellSouth holds the BellSouth Debenture or
owns at least five percent of the HNS common shares. Members of the Board of
Managers of HNS have a fiduciary duty to perform in a manner they deem in the
best interest of HNS while acting in that capacity.

The sole rights of the HNS common shareholders as set forth in the
Operating Agreement are to vote upon the election of the Board of Managers, to
approve transfers of interest and to dissolve HNS or continue the business in
the event of its dissolution. A common shareholder's shares are not freely
transferable and are subject to restrictions in the Operating Agreement, and the
Company is subject to certain additional restrictions under a June 1995
agreement among HNS, the Company and BellSouth ("Investment Agreement"). Under
the Investment Agreement, the Company and BellSouth have a right of first
refusal with respect to the future sale by HNS of certain securities and
BellSouth has the right to require a purchaser of the Company's HNS shares to
buy a portion of BellSouth's HNS shares. Shares of HNS represent the common
shareholder's ratable interest in the net profits, net losses, distributions,
assets and voting rights.

15
<PAGE> 18

Under the Operating Agreement an HNS common shareholder's shares are
subject to repurchase at fair market value in the event of the death of the
shareholder, and HNS shares held by shareholders owning less than 10% of the
common shares are subject to a call option in favor of the Company at the fair
market value of such shares exercisable at any time commencing July 1, 1996.
Fair market value is to be determined in good faith by the Board of Managers
based on the amount which would be paid in cash for HNS, as a going concern, by
an unaffiliated third party financial buyer and taking into consideration
additional factors which may include the absence of a trading market for the
shares. Certain designated shareholders, including the Company and BellSouth,
have the right after December 1, 1996 under certain circumstances to offer to
sell to certain other designated shareholders of HNS all HNS shares of the
offering shareholder or to purchase all of the shares owned by other designated
HNS shareholders. Under this arrangement, the Company could be required to make
a decision whether to sell its HNS shares or to purchase the HNS shares held by
other designated shareholders at a point in time when the Company has
insufficient funds or is unwilling to purchase such HNS shares. Except for the
right of first refusal granted under the Investment Agreement, HNS common
shareholders have no preemptive rights to acquire common shares or any new
securities issued by HNS.

HNS's Operating Agreement may be amended in writing at any time by approval
of five out of seven of the Members of the Board of Managers, provided
transactions involving the Company or BellSouth require special approval by the
disinterested Managers. Shareholders are not required to consent to or
participate in any decisions to amend the Operating Agreement. Amendments that
materially and adversely affect the interests of the shareholders do not
require, nor are they subject to, consent or approval by the shareholders of
HNS. For federal income tax purposes, it is anticipated that HNS will be treated
as a partnership. Each of the HNS shareholders, including the Company, will
report on such shareholder's federal income tax return the shareholder's
distributive share of the income, gains, losses, deductions and credits of HNS,
irrespective of whether any actual distribution of cash or property is made to
such shareholder during the taxable year. Any losses from the activities of HNS
may be used to offset income of shareholders from other activities, subject to
limitations of the Internal Revenue Code and applicable law.

Amounts charged to HNS by the Company for services provided during the
period ending December 31, 1995 were $324,000. Additionally, the Company paid
expenses of $413,000 during such period on behalf of HNS. This amount
subsequently was reimbursed by HNS. At December 31, 1995, the Company had an
amount due from HNS of approximately $97,000 for services provided and expenses
incurred by the Company, and for certain direct expenses incurred by the Company
on behalf of HNS.

The following executive officers, directors and owners of 5% or more of the
voting securities of the Company also own the number of HNS common shares
opposite their names: Mr. Howle (50,000 shares), Mr. Leach (35,714 shares), Mr.
Davis (35,714 shares), Mr. Hart (8,349 shares), Mr. Katz (2,500 shares), Mr.
House (4,285 shares), Mr. King (4,286 shares), and Vulcan Ventures, Inc.
("Vulcan Ventures") (76,429 shares).

SSA ALLIANCE

In July 1995, the Company entered into an Alliance Agreement to form a
strategic alliance relationship with SSA (the "SSA Alliance") pursuant to which
the Company acquired from SSA computer software that performs EDI functions on
IBM AS/400 workstations (the "AS/400 Software") and related computing equipment
and licensed to SSA the AS/400 Software, the Company's UNIX and PC-based EDI
software products, and related tools and utilities (the "Licensed Software").
SSA agreed to exercise its best efforts to market the Licensed Software to
clients who use SSA's BPCS software and to pay the Company royalties based upon
net fees earned by SSA from the sale of the Licensed Software. Royalties are
payable when net fees are collected. Net fees include software license fees,
software maintenance and support fees and platform migration fees earned by SSA,
net of taxes and net of commissions payable to SSA's subsidiaries and affiliated
distributors. SSA also agreed to pay minimum royalties of $1.4 million in 1995
and $5.7 million in 1996. Payments in excess of the royalties actually earned to
satisfy minimum royalties will serve as a credit against SSA's royalty
obligations after 1996 for a period of 12 months only. The Company will pay SSA
a 15% referral

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fee for revenue derived from the sale of Licensed Software by the Company to
non-BPCS customers referred by SSA during the period from January 1, 1997
through December 31, 2000.

As consideration for these agreements, Harbinger issued to SSA (i) 550,000
shares of Common Stock, and agreed to repurchase this common stock for $9.00 per
share on January 31, 1997 if the Harbinger Common Stock does not have a fair
market value of at least $9.00 per share on that date, and (ii) 4.0 million
shares of Harbinger's Zero Coupon Preferred Stock. Holders of shares of the Zero
Coupon Preferred Stock have no voting rights, are not entitled to dividends and
holders of vested shares of Zero Coupon Preferred Stock have preference over
holders of shares of Common Stock upon the Company's dissolution. The Company
and SSA have defined targeted royalties for 1997, 1998, 1999 and 2000 (each a
"Vesting Year"). Following each Vesting Year, (i) up to 1,000,000 shares of Zero
Coupon Preferred Stock will be eligible to vest; (ii) the number of shares that
actually vest will be an amount (not to exceed 1,000,000) determined by
multiplying 1,000,000 times a fraction, (1) the numerator of which shall be the
amount determined by subtracting 80% from the percentage (up to 100%) of
targeted royalties actually earned, and (2) the denominator of which shall be
20%; (iii) the Company will redeem the vested shares; and (iv) the eligible
shares that do not vest will be forfeited. The redemption price, at SSA's
discretion, either will be cash in the amount of $1.00 per share for each vested
share of Zero Coupon Preferred Stock redeemed, or issuance to SSA of a number of
shares of Harbinger's Common Stock equal to the Zero Coupon Preferred Stock
issue price of $1.00 per share for all vested shares, divided by the then
current fair market value of Harbinger's Common Stock (determined as the closing
bid price for shares of Common Stock at the close of business on December 31 of
such Vesting Year).

The Alliance Agreement will continue through December 31, 2000 and
thereafter on an annual basis until either party terminates the agreement. The
Alliance Agreement also will continue for one year following expiration of its
term without renewal for the purpose of giving the parties adequate time to
transfer then existing license and support arrangements. During the term of the
Alliance Agreement, Harbinger has agreed that, at its option, it will provide
SSA with future product modifications and upgrades, architect the Licensed
Software to facilitate foreign language translations, provide training and
telephone support to SSA personnel, revise the Licensed Software in the manner
requested by SSA to maintain product competitiveness (or allow SSA to make such
revisions), and modify the products to interface with specified database
programs, perform designated client/server functions, offer enhanced graphical
user interfaces, and conform to specified industry data communication standards.

During the term of the Alliance Agreement, SSA will have registration
rights with respect to the 550,000 shares of Common Stock acquired by it and any
shares of Common Stock issuable upon redemption of the Zero Coupon Preferred
Stock. SSA also will have the right during the term of the Alliance Agreement to
designate one member of Harbinger's Board of Directors.

OTHER TRANSACTIONS

Effective December 29, 1995, the Company entered into a Supplemental
Agreement with Vulcan Ventures and Equity & Law pursuant to which the Company
granted to Vulcan Ventures and Equity & Law the right to receive Warrants to
acquire Harbinger Corporation Common Stock as an inducement for additional
investments in Harbinger NV. Pursuant to the Supplemental Agreement, provided
that Harbinger NV achieves certain financial goals set forth in its 1996
business plan, Vulcan Ventures and Equity & Law will receive Warrants to acquire
37,500 and 12,500 shares of the Company's Common Stock, respectively. If issued,
the Warrants will be exercisable for a period of two years from the date of
issue at an exercise price equal to the price per share of the Company's Common
Stock as reported on The Nasdaq Stock Market as of the close of trading on
Friday, June 28, 1996.

In July 1995, the Company entered into agreements with holders of its
Series C Preferred Stock, Vulcan Ventures and Equity & Law, pursuant to which
such holders agreed that on March 1, 1996, the shares of Series C Preferred
Stock held by them will automatically convert into shares of the Company's
Common Stock. Effective March 1, 1996, Vulcan was issued 112,554 shares of
Common Stock and Equity & Law was issued 28,138 shares of Common Stock. The
number of shares of Common Stock issued to each holder upon

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conversion was determined by dividing (i) the issue price of $10.00 multiplied
times the number of shares of the Series C Preferred Stock owned by such holder
by (ii) the "average trading price" of the Common Stock, defined as 95% of the
average closing bid price of the Common Stock during the period from January 15,
1996 through February 29, 1996.

The Company has purchased insurance on the lives of Messrs. Howle and Leach
and one other officer. A portion of the proceeds payable on the death of Messrs.
Howle and Leach will be used, at the discretion of the deceased's estate, to
purchase shares of Common Stock owned by the deceased at the time of his death.

PROPOSAL 2
ADOPTION OF THE HARBINGER CORPORATION 1996 STOCK OPTION PLAN

GENERAL DESCRIPTION

Effective as of January 24, 1996, the Board of Directors adopted the
Harbinger Corporation 1996 Stock Option Plan (the "1996 Stock Option Plan") to
replace the Company's Amended and Restated 1989 Stock Option Plan (the "1989
Stock Option Plan"). Upon approval of the 1996 Stock Option Plan, no further
stock options will be granted under the 1989 Stock Option Plan. The 1989 Stock
Option Plan will continue in effect only with respect to outstanding stock
options which were granted under the 1989 Stock Option Plan and will terminate
and cease to exist as of the date on which all outstanding stock options which
were granted under the 1989 Stock Option Plan are exercised in full, expired or
canceled. As of March 4, 1996, options to purchase 983,477 shares of Common
Stock were outstanding under the 1989 Stock Option Plan and 504,794 shares of
Common Stock had been issued upon exercise of options granted under the 1989
Stock Option Plan. The Compensation Committee has not yet granted any options
under the 1996 Stock Option Plan.

The following is a summary of the principal features of the 1996 Stock
Option Plan. The following summary is qualified in its entirety by reference to
the complete text of the 1996 Stock Option Plan set forth as EXHIBIT A.
Shareholders are urged to read the actual text of the 1996 Stock Option Plan.

The purpose of the 1996 Stock Option Plan is to provide incentives for
officers, directors, consultants and key employees to promote the success of the
Company, and to enhance the Company's ability to attract and retain the services
of such persons. The aggregate number of shares of Common Stock reserved for
issuance under the 1996 Stock Option Plan is 1.75 million shares plus a number
of additional shares of Common Stock (not to exceed 995,206 shares) equal to the
number of shares reserved for issuance under the 1989 Stock Option Plan but
which are either not subject to options granted under the 1989 Stock Option Plan
or were subject to options granted thereunder that expire without exercise.
Options granted under the 1996 Stock Option Plan may be either (i) options
intended to qualify as "incentive stock options" under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or (ii) non-qualified
stock options. The 1996 Stock Option Plan permits the grant of stock
appreciation rights in connection with the grant of stock options. Stock options
may be granted under the 1996 Stock Option Plan for all employees and
consultants of the Company, or of any present or future subsidiary of parent of
the Company, including Harbinger NET Services, LLC, who are considered "key
employees" or "key consultants." The 1996 Stock Option Plan is administered by
the Compensation Committee of the Board of Directors. The Compensation Committee
has the authority to determine exercise prices applicable to the options, the
eligible officers, directors, consultants or employees to whom options may be
granted, the number of shares of the Company's Common Stock subject to each
option, and the extent to which options may be exercisable. The Compensation
Committee is empowered to interpret the 1996 Stock Option Plan and to prescribe,
amend and rescind the rules and regulations pertaining to the 1996 Stock Option
Plan. Options granted under the 1996 Stock Option Plan generally will vest over
four years at the rate of 25% per year. No option is transferable by the
optionee other than by will or the laws of descent and distribution, and each
option is exercisable, during the lifetime of the option, only by such optionee.

Any incentive stock option that is granted under the 1996 Stock Option Plan
may not be granted at a price less than the fair market value of the Company's
Common Stock on the date of grant (or less than 110%

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of fair market value in the case of holders of 10% or more of the total combined
voting power of all classes of stock of the Company or a subsidiary or parent of
the Company). Non-qualified stock options may be granted at the exercise price
established by the Compensation Committee, which may be less than the fair
market value of the Company's Common Stock on the date of grant.

Each option granted under the 1996 Stock Option Plan is exercisable for a
period not to exceed ten years from the date of grant (or five years in the case
of holders of 10% or more of the total combined voting power of all classes of
stock of the Company or of a subsidiary or parent of the Company) and shall
lapse upon expiration of such period, or earlier upon termination of the
recipient's employment with the Company, or as determined by the Compensation
Committee.

DESCRIPTION OF MATERIAL PLAN CHANGES

The material difference between the 1989 Stock Option Plan and the 1996
Stock Option Plan is in the manner of exercise permitted by the 1996 Stock
Option Plan. Under the 1996 Stock Option Plan, payment of the purchase price for
shares of Common Stock purchased upon exercise of an option may be made in any
of the following forms:

(i) In cash; (ii) By delivery to the Company of a number of shares of
Common Stock which have been owned by the optionee for at least six months
prior to the date of exercise of the option having an aggregate fair market
value on the date of delivery of not less than the total purchase price for
the shares being purchased upon exercise of the option; (iii) By delivery
of a promissory note executed by the optionee to the Company which shall
include such terms and conditions as approved by the Board of Directors,
including without limitation, that: (a) The balance equal to the aggregate
purchase price for the shares being purchased shall be payable in equal
installments over such period as approved by the Board of Directors; (b)
Interest shall accrue at a per annum rate equal to the prime rate as
announced from time to time by the Company's principal bank or, if the
Company has no principal bank, that rate announced by the Wall Street
Journal as the prevailing "prime rate" of interest per annum; and (c) The
optionee shall be personally liable for the repayment of the unpaid
principal balance of the loan and any and all accrued but unpaid interest
on the loan; (iv) By surrender of a number of shares of Common Stock
otherwise issuable upon exercise of the option having an aggregate fair
market value on the date of exercise of not less than the total purchase
price for all shares being purchased upon exercise of the option, including
the shares being surrendered; and (v) In any combination of the forms
described above as approved by the Board of Directors.

The Board of Directors recommends a vote FOR approval of the 1996 Stock
Option Plan.

PROPOSAL 3
ADOPTION OF THE AMENDED AND RESTATED HARBINGER CORPORATION
EMPLOYEE STOCK PURCHASE PLAN

On October 25, 1995, the Board of Directors of the Company adopted the
Harbinger Corporation Employee Stock Purchase Plan to be effective January 1,
1996, and directed that the plan be submitted to the Shareholders of the Company
for consideration and approval at the Meeting. On January 24, 1996, in order to
incorporate certain changes concerning the participation of HNS employees, the
Board of Directors of the Company approved the Amended and Restated Harbinger
Corporation Employee Stock Purchase Plan (the "Stock Purchase Plan"), to be
effective January 1, 1996. No shares of the Company's Common Stock will be
purchased on behalf of participants under the Stock Purchase Plan until the Plan
is approved by the Shareholders at the Meeting. If so approved, the Plan will be
administered beginning effective January 1, 1996, and shares of the Company's
Common Stock will be purchased on behalf of participants pursuant to the Stock
Purchase Plan's terms as of January 1, 1996 and thereafter.

The following is a summary of the principal features of the Stock Purchase
Plan. The summary is qualified in its entirety by reference to the complete text
of the Stock Purchase Plan set forth as EXHIBIT B to this Proxy Statement.
Shareholders are urged to read the actual text of the Stock Purchase Plan.

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PURPOSE

The purpose of the Stock Purchase Plan is to encourage and enable employees
of the Company and its subsidiaries to acquire a proprietary interest in the
Company through ownership of shares of the Company's Common Stock. Eligible
employees of the Company and its subsidiaries will purchase shares of Common
Stock at fair market value and the Company and its subsidiaries will partially
subsidize such purchases under the Stock Purchase Plan as set forth below and
will pay the expenses of its administration. The Company believes that employees
who elect to participate in the plan will have a closer identification with the
Company and greater motivation to work for the Company's success by reason of
their ability as shareholders to participate in the Company's growth and
earnings.

GENERAL

The Stock Purchase Plan authorizes the issuance of up to 150,000 shares of
the Company's Common Stock (subject to adjustment for capital changes) pursuant
to the exercise of non-transferable options granted to participating employees.
If at any time shares of Common Stock reserved for the purpose of the Stock
Purchase Plan are not available in sufficient number to satisfy all of then
unfulfilled purchase requirements, the available shares will be apportioned pro
rata among participants, and all payroll deductions not used to purchase Common
Stock will be refunded to participants. Participants are protected against
dilution or enlargement of their rights in the event of a change in the
Company's outstanding Common Stock by reason of any stock dividend, stock split,
combination of shares, exchange of shares or other change in the Common Stock of
the Company effected without the Company's receipt of consideration.

PARTICIPATION IN THE STOCK PURCHASE PLAN

An employee electing to participate in the Stock Purchase Plan must
authorize a stated dollar amount of the employee's regular pay to be deducted by
the Company from the employee's pay during each of four quarterly payroll
deduction periods (each a "Purchase Period"). The minimum deduction for a
participant is $10.00 per pay period. Purchase Periods begin on January 1, April
1, July 1, and October 1 of each calendar year during which the Stock Purchase
Plan is in effect. On the last day of each Purchase Period, the Company is
deemed to have granted a purchase right to each participant as of the first day
of the Purchase Period to purchase as many full and fractional shares of Common
Stock as can be purchased with the participant's payroll deductions. On the last
day of the Purchase Period, the participant will be deemed to have exercised
this option, at the option price, to the extent of such participant's
accumulated payroll deductions. In no event, however, may the participant
purchase Common Stock having a fair market value (measured on the first business
day of the Purchase Period) of greater than $3,750 during a Purchase Period. The
option price under the Stock Purchase Plan is equal to 85% of the fair market
value of the Common Stock on either the first business day or the last business
day of the applicable Purchase Period, whichever is lower. No interest will be
paid on amounts deducted from an employee's pay and used to purchase Common
Stock under the Stock Purchase Plan.

An employee may elect to have amounts deducted from his or her pay, as
described above, by delivering to the Company a participation form authorizing
the stated dollar amount to be deducted each pay period for the entire Purchase
Period. If an employee does not file a participation form at least 15 days
before the start of a Purchase Period, the employee's election or payroll
deductions for the preceding Purchase Period will remain in effect.

An employee's rights under the Stock Purchase Plan may not be assigned,
transferred, pledged or otherwise disposed of, except by will or the laws of
descent and distribution.

ELIGIBILITY

Employees of the Company who have completed six full months of service with
the Company and whose customary employment is more than 20 hours per week and
five or more months per calendar year are eligible to participate in the Stock
Purchase Plan. An employee may not be granted an option under the Stock Purchase
Plan if after the granting of the option such employee would be deemed to own 5%
or more of the

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combined voting power of value of all classes of stock of the Company. As of
March 4, 1996, approximately 160 employees are eligible to participate in the
Stock Purchase Plan.

Employees of HNS will be eligible to participate in the Stock Purchase Plan
upon the same terms and conditions as employees of the Company. See "Certain
Transactions" for a description of the Company's relationship with HNS. By
agreement between HNS and the Company, HNS will provide the full purchase price
(100% of the fair market value of the Common Stock to be purchased during the
Purchase Period) to the Company as soon as administratively possible following
the last day of a Purchase Period in order to effect the purchase of shares of
Common Stock for participating employees of HNS.

WITHDRAWAL FROM THE STOCK PURCHASE PLAN

An employee's rights under the Stock Purchase Plan terminate upon
termination of his or her employment for any reason, including retirement. Upon
such termination, the Company will refund the employee's payroll deductions made
during the Purchase Period.

A participant may withdraw from the Stock Purchase Plan at any time prior
to the last business day of any Purchase Period by delivering to the Company a
participation withdrawal form. The participant may elect on the withdrawal form
to receive all of the accumulated payroll deductions as a refund or to exercise
the participant's outstanding purchase rights to purchase Common Stock in the
amount of payroll deductions withheld during the Purchase Period.

A participant who withdraws from the Stock Purchase Plan will not be
eligible to rejoin the Plan until the second Purchase Period following the
Purchase Period of withdrawal. In the event a participant who is a section 16(b)
insider under the Securities Act ceases participation in the Plan, such insider
may not re-enroll in the Plan until the Purchase Period beginning coincident
with or immediately following the expiration of a six-month period beginning
upon the effective date of such insider's withdrawal from the Plan.

DISPOSITION OF STOCK

An employee may not sell shares of Common Stock purchased under the Stock
Purchase Plan for at least one Purchase Period following the Purchase Period in
which the option for such shares was granted.

ADMINISTRATION

The Plan is administered by the Compensation Committee. No member of the
Board of Directors will be eligible to participate in the Plan during the period
he or she serves as a member of the Compensation Committee.

The Compensation Committee may terminate or amend the Stock Purchase Plan
at any time. However, any termination or amendment may not affect or change
purchase rights previously granted under the Stock Purchase Plan without the
consent of the affected participants. Also, any amendment that materially
increases the benefits or number of shares under the Stock Purchase Plan (except
for adjustments due to changes in the Company's capital structure) or that
materially modifies the eligibility requirements of the Stock Purchase Plan will
be subject to shareholder approval. If not sooner terminated by the Compensation
Committee, the Stock Purchase Plan will terminate at the time that all
authorized shares of Common Stock reserved for grant under the Stock Purchase
Plan have been purchased.

USE OF FUNDS

The proceeds received by the Company from the sale of Common Stock pursuant
to the Stock Purchase Plan will be used for general corporate purchases.

FEDERAL INCOME TAX CONSEQUENCES

The following discussion summarizes certain tax considerations for
employees participating in the Stock Purchase Plan and certain tax effects to
the Company. However, the summary does not address every situation

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that may result in taxation. For example, it does not discuss state taxes or the
tax implications arising from a participant's death. The Stock Purchase Plan is
not subject to the provisions of the Employee Retirement Income Security Act of
1974, and the provisions of Section 401(a) of the Code are not applicable to the
Stock Purchase Plan.

Amounts deducted from any employee's pay under the Stock Purchase Plan are
included in the employee's compensation subject to federal income and social
security taxes. The employee's employer will withhold taxes on these amounts. An
employee of the Company will not recognize any additional income at the time he
or she elects to participate in the Stock Purchase Plan, or purchases Common
Stock under the Stock Purchase Plan. Employees of HNS will recognize additional
compensation income at the time shares of Common Stock are purchased for them
under the Stock Purchase Plan. The amount of income will be treated as
compensation and will be equal to the spread (difference) between the amounts
withheld from the employee's pay to purchase the shares and the fair market
value of the shares on the date of purchase. This income may be subject to
withholding taxes, including social security taxes.

If an employee of the Company disposes of Common Stock purchased pursuant
to the Stock Purchase Plan within two years after the first business day of the
Purchase Period in which such stock was purchased, the employee will recognize
ordinary compensation income at the time of disposition in an amount equal to
the excess of the fair market value of the stock on the day the stock was
purchased over the purchase price the employee paid for the stock (i.e., the
amounts withheld from the employee's compensation used to purchase the stock).
This amount may be subject to withholding taxes, including social security
taxes. In addition, the employee generally will recognize a capital gain or loss
in an amount equal to the difference between the amount realized upon the sale
of the stock and his or her basis in the stock (that is, his or her purchase
price plus the amount taxed as compensation income). If the shares have been
held for more than one year, such gain or loss will be long-term capital gain or
loss.

If an employee of the Company disposes of Common Stock purchased pursuant
to the Stock Purchase Plan more than two years after the first business day of
the Purchase Period in which such stock was purchased, the employee will
recognize as ordinary compensation income at the time of such disposition an
amount equal to the lesser of (a) the excess of the fair market value of the
stock measured at the time of such disposition over the amount paid for the
stock, or (b) 15% of the fair market value of the stock measured as of the first
business day of the Purchase Period in which the stock was purchased. This
amount, however, is not subject to social security taxes or other withholding.
In addition, the employee generally will recognize a long-term capital gain or
loss in an amount equal to the difference between the amount realized upon the
disposition of the stock and his or her basis in the stock (that is, his or her
purchase price plus the amount, if any, taxed as compensation income).

If an employee of HNS disposes of shares of Common Stock at any time, the
employee will recognize as capital gain or loss at the time of such disposition
the excess of the fair market value of the shares over his or her basis in the
stock (that is, his or her purchase price plus the amount taxed to him or her as
compensation income at the time of purchase). Treatment of the employee's gain
or loss upon the sale as long term or short term capital gain or loss will
depend upon the period of time the employee has held the shares of Common Stock.
Generally, a holding period of one year from the date of purchase of the shares
is required for long term capital gain or loss treatment.

Although the amounts deducted from the pay of an employee of the Company
under the Stock Purchase Plan generally are tax-deductible business expenses of
the Company, the Company generally will not be allowed any additional deduction
by reason of such Company employee's purchase of Common Stock under the Stock
Purchase Plan. However, if a Company employee disposes of stock purchased
pursuant to the Stock Purchase Plan within two years after the first business
day of the offering period in which such stock was purchased, the Company
generally will be entitled to a deduction for business expenses in an amount
equal to the compensation income recognized by the employee. If a Company
employee disposes of stock purchased under the Stock Purchase Plan more than two
years after the first business day of the Offering in which such stock was
purchased, the Company will not receive any deduction for federal income tax
purposes with respect to such stock. Except when a Company employee disposes of
Common Stock after the two-year period

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described above, the Company may be required to withhold taxes upon, and to pay
employment taxes with respect to, compensation income recognized by its
employees in connection with the Stock Purchase Plan.

Amounts deducted from the pay of an employee of HNS under the Stock
Purchase Plan are generally tax-deductible business expenses of HNS. Also, the
additional compensation income recognized by an employee of HNS upon purchase of
shares of Common Stock will generally be a tax-deductible business expense of
HNS. If an employee of HNS disposes of shares of Common Stock purchased under
the Stock Purchase Plan, HNS will not receive any additional deduction for
federal income tax purposes with respect to such stock.

Approval of the Stock Purchase Plan will require the affirmative vote of a
majority of the shares of the Common Stock of the Company present or represented
and entitled to vote at the Annual Meeting.

The Board of Directors recommends a vote FOR the approval of the Stock
Purchase Plan.

PROPOSAL 4

APPROVAL OF MODIFICATIONS TO THE COMPANY'S AMENDED AND RESTATED
1993 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS

The Board of Directors has proposed amendments to the Amended and Restated
1993 Stock Option Plan for Nonemployee Directors (the "Directors Stock Option
Plan") which will reduce the number of shares of Common Stock subject to annual
option grants to the directors, to be effective on approval by the shareholders.
Currently, each nonemployee director receives an option to purchase 5,000 shares
of Common Stock on the date of, and at the time immediately following, every
Annual Meeting of Shareholders ("Annual Grant"). The Board of Directors has
approved, subject to shareholder approval, modification of the Directors Plan so
that the Annual Grant will be reduced from 5,000 to 4,000 shares, commencing
with grants made at the time immediately following the 1996 Annual Meeting of
Shareholders.

The Directors Stock Option Plan originally provided for Annual Grants of
options to acquire 7,500 shares of Common Stock. By amendment to the Directors
Stock Option Plan in 1995, the number of shares subject to Annual Grants was
reduced from 7,500 to 5,000. The Board of Directors now proposes that the number
of shares subject to Annual Grants be again reduced from 5,000 to 4,000. The
Directors have concluded that the potential gain that may be realized from
Annual Grants of options to acquire 4,000 shares is appropriate to compensate
the Directors for service as members of the Company's Board of Directors.

The Board of Directors recommends a vote FOR the approval of modifications
to the Directors Stock Option Plan to reduce the number of shares issuable upon
exercise of Annual Grants from 5,000 to 4,000.

PROPOSAL 5

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

In January 1996, the Board of Directors selected the accounting firm of
KPMG Peat Marwick LLP to serve as its independent auditor. A proposal to ratify
that appointment will be presented at the Meeting. Representatives of KPMG Peat
Marwick LLP are expected to be present at the meeting. They will have an
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions from shareholders.

Arthur Andersen LLP was removed as the Company's principal auditor as of
December 26, 1995. During the fiscal year ended December 31, 1994, and during
the interim period until their dismissal, there were no disagreements between
the Company and Arthur Andersen LLP on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure which,
if not resolved to the satisfaction of Arthur Andersen LLP, would have caused
Arthur Andersen LLP to make reference to the subject matter of the disagreement
in connection with its report and there occurred no "reportable event" within
the meaning of Item 304(A)(1)(v) of SEC Regulation S-K. Arthur Andersen LLP has
confirmed that it concurs with the statements made by the Company herein.

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The Board of Directors engaged KPMG Peat Marwick LLP, effective January 2,
1996. Prior thereto, the Company did not consult KPMG Peat Marwick LLP on any
matter that was the subject of a disagreement with the Company's former
accountants or a reportable event (as such terms are defined by Item
302(A)(1)(v) of Regulation S-K).

The Board of Directors recommends that the shareholders vote FOR
ratification of selection of independent auditors.

SECTION 16(A) REPORTING

Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
the Company's Common Stock, to file with the SEC initial reports of ownership
and reports of changes in ownership of the Common Stock and all other equity
securities of the Company beneficially owned by them. Directors, executive
officers and greater than 10% shareholders are required by regulation to furnish
the Company the copies of all Section 16(a) reports they file. To the Company's
knowledge, based solely on review of copies of such reports furnished to the
Company and written representations that no other reports were required, during
the fiscal year ended December 31, 1995, all Section 16(a) filing requirements
applicable to the directors, executive officers and greater than 10% beneficial
owners were complied with by such persons, except late filings by C. Tycho Howle
and James Davis of amended Form 3's to modify the report of their beneficial
ownership made at the time of the Company's initial public offering, by Donald
L. House and James C. Davis of Form 4's to report sales of shares in the
Company's initial public offering, by Roger E. Covey of a Form 3 upon becoming a
member of the Board of Directors report his initial ownership of no Company
shares, and by David Meeker of a Form 4 to report his acquisition of 500 shares
of Common Stock.

SHAREHOLDER PROPOSALS

Rules of the Securities and Exchange Commission require that any proposal
by a shareholder of the Company for consideration at the 1997 Annual Meeting of
Shareholders must be received by the Company no later than December 10, 1996, if
any such proposal is to be eligible for inclusion in the Company's proxy
materials for its 1997 Annual Meeting. Under such rules, the Company is not
required to include shareholder proposals in its proxy materials unless certain
other conditions specified in such rules are met.

In order for a shareholder to bring any business or nominations before the
1996 Annual Meeting of Shareholders, certain conditions set forth in Sections 16
and 17 of the Company's Bylaws must be complied with, including, but not limited
to, delivery of notice to the Company not less than 30 days prior to the meeting
as originally scheduled; provided, however, that in the event that less than 30
days notice of the date of the meeting is given or made to the shareholders,
notice by the shareholders to be timely must be received not later than the
close of business on the 10th day following the date on which such notice of the
date of meeting was mailed.

OTHER MATTERS

Management of the Company is not aware of any other matter to be presented
for action at the Annual Meeting other than those mentioned in the Notice of
Annual Meeting of Shareholders and referred to in this Proxy Statement.

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ C. Tycho Howle

C. Tycho Howle,
Chairman and Chief Executive Officer

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EXHIBIT A
TO HARBINGER CORPORATION PROXY STATEMENT
FOR 1996 ANNUAL MEETING OF SHAREHOLDERS

HARBINGER CORPORATION 1996 STOCK OPTION PLAN

A-1
<PAGE> 28

HARBINGER CORPORATION

1996 STOCK OPTION PLAN

SECTION 1.

PURPOSE

The purpose of this stock option plan is to (i) promote the interests of
the Company and its stockholders by attracting and retaining the services of
experienced and knowledgeable Directors, Key Employees and Consultants who have
rendered valuable services to the Company, (ii) provide additional incentives to
Key Employees to increase the value of the Company's Shares, and (iii) provide
the Key Employees, Consultants and Directors with a stake in the future of the
Company which corresponds to the stake of each of the Company's shareholders.

SECTION 2.

DEFINITIONS

Each term set forth in this Section 2 shall have the meaning set forth
opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall include
the singular, and reference to one gender shall include the other gender.

2.1 Board means the Board of Directors of the Company.

2.2 Code means the Internal Revenue Code of 1986, as amended.

2.3 Committee means the committee of the Board appointed pursuant to
Section 5.

2.4 Common Stock means the common stock, $.0001 par value per share, of the
Company, and shall also mean any other stock or securities (including any other
share or securities of an entity other than the Company) for or into which the
outstanding shares of such stock are hereafter exchanged or changed.

2.5 Company means Harbinger Corporation, a Georgia corporation, and any
successor to such organization.

2.6 Consultant means a consultant of the Company who has rendered valuable
service to the Company and who is not a Key Employee.

2.7 Director means a Member of the Board, or a Member of the Board of
Directors of a Parent or Subsidiary, who is not a Key Employee.

2.8 Exercise Price means the price which, under the terms of an Option
Agreement, is required to be paid to purchase one (1) Share upon the exercise of
an Option granted under this Plan.

2.9 Exchange Act means the Securities Exchange Act of 1934, as amended.

2.10 Fair Market Value of each Share on any date shall mean the price
determined below on the last business day immediately preceding the date of
valuation:

(a) The closing sales price per Share, regular way, or in the absence
thereof, the mean of the last reported bid and asked quotations, on such
date on the exchange having the greatest volume of trading in the Shares
during the thirty-day period preceding such date (or, if such exchange was
not open for trading on such date, the next preceding date on which it was
open); or

(b) If there is no price as specified in (a), the final reported sales
price per Share, or if not reported, the mean of the closing high bid and
low asked prices, in the over-the-counter market for the Shares as reported
by the National Association of Securities Dealers Automatic Quotation
System, or if not so reported, then as reported by the National Quotation
Bureau Incorporated, or if such organization is not in existence, by an
organization providing similar services, on such date (or, if such date is
not a date for

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which such system or organization generally provides reports, then on the
next preceding date for which it does so); or

(c) If there also is no price as specified in (b), the price per Share
determined by the Committee by reference to bid-and-asked quotations for
the Shares provided by members of an association of brokers and dealers
registered pursuant to Subsection 15(b) of the Exchange Act, which members
make a market in the Shares, for such recent dates as the Committee shall
determine to be appropriate for fairly determining current market value; or

(d) If there also is no price as specified in (c), an amount per Share
determined in good faith by the Committee based on such relevant facts,
which may include opinions of independent experts, as may be available to
the Committee.

2.11 ISO means an option granted under this Plan to purchase Shares which
is intended by the Company to satisfy the requirements of Code Section 422 as an
incentive stock option.

2.12 Key Employee means any person, including officers and directors, in
the regular employment of the Company, or a Subsidiary or a Parent, who is
designated a Key Employee by the Committee and is, or is expected to be,
primarily responsible for the management, growth, or supervision of some part or
all of the business of the Company, a Subsidiary or a Parent. The power to
determine who is a Key Employee is reserved solely for the Committee.

2.13 NQSO means an option granted under this Plan to purchase Shares which
is not intended by the Company to be an incentive stock option satisfying the
requirements of Code Section 422.

2.14 Option means an ISO or a NQSO.

2.15 Option Agreement means the written agreement or instrument which sets
forth the terms of an Option granted to a Consultant, Director or Key Employee
under this Plan.

2.16 Optionee means the grantee of an Option.

2.17 Parent means any corporation (other than the Company), partnership or
other entity in an unbroken chain of corporations, partnerships or other
entities ending with the Company if, at the relevant time, each of the
corporations (other than the Company), partnerships or other entities owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations, partnership or other entities
in such chain.

2.18 Plan means the Harbinger Corporation 1996 Stock Option Plan, as
amended from time to time.

2.19 Prior Plan means the Harbinger Corporation Amended and Restated 1989
Stock Option Plan.

2.20 Prior Plan Shares means the number of Shares reserved under the Prior
Plan for issuance upon the exercise of options granted under the Prior Plan,
minus (a) the number of Shares actually issued upon exercise of such options,
and (b) the number of Shares subject to outstanding options granted under the
Prior Plan. The number of Prior Plan Shares shall be increased by the number of
Shares subject to options granted under the Prior Plan which terminate, expire
or are canceled. Notwithstanding the above, the number of Prior Plan Shares
shall not exceed 995,206.

2.21 Share means one (1) share of Common Stock.

2.22 Stock Appreciation Right means a stock appreciation right as described
in Section 9.

2.23 Subsidiary means any corporation (other than the Company), partnership
or other entity in an unbroken chain of corporations, partnerships or other
entities beginning with the Company if, at the relevant time, each of the
corporations, partnerships or other entities, other than the last corporation in
the unbroken chain, owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations, partnerships or other entities in such chain. The term
"Subsidiary" shall include Harbinger NET Services, LLC for all purposes under
this Plan.

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2.24 Surrendered Shares means the Shares described in Section 8 which (in
lieu of being purchased) are surrendered for cash or Shares, or for a
combination of cash and Shares, in accordance with Section 8.

2.25 Ten Percent Shareholder means a person who owns (after taking into
account the attribution rules of Code Section 424(d)) more than ten percent
(10%) of the total combined voting power of all classes of shares of either the
Company, a Subsidiary or a Parent.

SECTION 3.
SHARES SUBJECT TO OPTIONS

3.1 Shares Reserved for Issuance. Subject to any antidilution adjustment
pursuant to Section 3.2, the maximum number of Shares that may be subject to
Options granted hereunder shall not exceed 1,750,000, plus the number of Prior
Plan Shares. Shares issued pursuant to the exercise of an Option may be either
authorized and unissued Shares or Shares issued and subsequently acquired by the
Company. The Shares covered by any unexercised portion of an Option that has
terminated for any reason (except as may be adjusted under Section 3.2 below)
may again be optioned or awarded under the Plan, and such Shares shall not be
considered as having been optioned or issued in computing the number of Shares
remaining available to be subject to Options granted hereunder.

3.2 Antidilution. (a) In the event that the outstanding Shares are changed
into or exchanged for a different number or kind or shares or other securities
of the Company by reason of merger, consolidation, reorganization,
recapitalization, reclassification, combination or exchange of shares, stock
split or stock dividend, or in the event that any spin-off, spin-out or other
distribution of assets materially affects the price of the Company's stock:

(i) The aggregate number and kind of Shares for which Options may be
granted hereunder shall be adjusted proportionately by the Committee;

(ii) The number of Shares subject to each outstanding Option, and the
Exercise Price of each such outstanding Option, shall be adjusted
proportionately by the Committee; and

(iii) The number and kind of Stock Appreciation Rights shall be
adjusted as the Committee deems appropriate in the circumstances.

(b) If the Company shall be a party to any reorganization in which it does
not survive, involving a merger, consolidation, or acquisition of the stock or
substantially all of the assets of the Company, the Committee, in its
discretion, may:

(i) Notwithstanding other provisions hereof, declare that all Options
and Stock Appreciation Rights granted under the Plan shall become
exercisable immediately notwithstanding the provisions of the respective
Option Agreements or Stock Appreciation Rights agreements regarding
exercisability, and that all such Options shall terminate a specified
period of time after the Committee gives written notice of the immediate
right to exercise all such Options and of the decision to terminate all
Options not exercised within such period; and/or

(ii) Notify all Grantees that all Options and Stock Appreciation
Rights granted under the Plan shall be assumed by the successor corporation
or substituted on an equitable basis with options or restricted stock
issued by the successor corporation.

(c) If the Company is to be liquidated or dissolved in connection with a
reorganization described in Section 3.2(b), the provisions of such Section shall
apply. In all other instances, the adoption of a plan of dissolution or
liquidation of the Company shall, notwithstanding any other provisions hereof,
cause all then remaining unvested Shares subject to Options and all remaining
Stock Appreciation Rights under the Plan to vest, and shall cause every
outstanding Option and Stock Appreciation Right under the Plan to terminate to
the extent not exercised prior to the adoption of the plan of dissolution or
liquidation by the stockholders, provided that, notwithstanding other provisions
hereof, the Committee may declare all Options granted under the Plan to be
exercisable at any time on or before the fifth business day following such
adoption,

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notwithstanding the provisions of the respective Option Agreements or Stock
Appreciation Rights agreements regarding exercisability.

(d) The adjustments described in Subsections (a) through (c) of this
Section 3.2, and the manner of their application, shall be determined solely by
the Committee, and any such adjustment may provide for the elimination or
redemption of fractional share interests. The adjustments required under this
Section 3 shall apply to any successors of the Company and shall be made
regardless of the number or type of successive events requiring such
adjustments.

SECTION 4.
EFFECTIVE DATE AND DURATION OF PLAN

The effective date of this Plan shall be the date it is adopted by the
Board, provided the shareholders of the Company approve this Plan within twelve
(12) months after such effective date. If such effective date comes before such
shareholder approval, any Options granted under this Plan before the date of
such approval shall automatically be granted subject to such approval. The Plan
shall continue in effect until it is terminated by action of the Board or the
Company's shareholders, but such termination shall not affect the terms of any
outstanding Options.

SECTION 5.
COMMITTEE

This Plan shall be administered by the Committee, which shall consist of
three (3) or more directors appointed by the Board, each of whom is not while a
member of the Committee, or was not during the one (1) year prior to serving as
a member of the Committee, eligible to receive equity securities of the Company,
or any affiliate of the Company, pursuant to this Plan, the Prior Plan, or any
other plan of the Company or any affiliate of the Company, except as may be
permitted under Section 16(b)(3) of the Exchange Act. The Committee acting in
its absolute discretion shall exercise such powers and take such action as
expressly called for under this Plan and, further, the Committee shall have the
power to interpret this Plan and (subject to Section 11) to take such other
action in the administration and operation of this Plan as the Committee deems
equitable under the circumstances, which action shall be binding on the Company,
on each affected Consultant, Director or Key Employee and on each other person
directly or indirectly affected by such action. Notwithstanding anything else to
the contrary herein, the Board shall have the authority to assume the powers and
responsibilities outlined above with respect to the Committee, in whole or in
part.

SECTION 6.
ELIGIBILITY

Except as provided below, only Consultants, Directors and Key Employees
shall be eligible for the grant of Options under this Plan, but no Consultant,
Director or Key Employee shall have the right to be granted an Option under this
Plan merely as a result of his or her status as a Consultant, Director or Key
Employee. Key Employees shall be eligible for the grant of ISO's under this
Plan. Consultants and Directors shall not be eligible for the grant of ISO's
under this Plan.

SECTION 7.
TERMS AND CONDITIONS OF OPTIONS

7.1 Grants of Options. (a) Awards. In accord with the procedure
established by the Board, the Committee in its absolute discretion shall grant
Options under this Plan from time to time to purchase Shares and, further, shall
have the right to grant new Options in exchange for outstanding Options. Such
Options shall be granted to Consultants, Directors or Key Employees selected by
the Committee acting in its

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<PAGE> 32

discretion as set forth above, and the Committee shall not be under any
obligation whatsoever to grant Options to all Consultants, Directors or Key
Employees or to grant all Options subject to the same terms and conditions. Each
grant of an Option shall be evidenced by an Option Agreement, and each Option
Agreement shall:

(i) specify whether the Option is an ISO or NQSO; and

(ii) incorporate such other terms and conditions as the Committee
acting in its absolute discretion deems consistent with the terms of this
Plan, including (without limitation) a restriction on the number of Shares
subject to the Option which first become exercisable or subject to
surrender during any calendar year.

(b) Selection of Grantees. In determining the Consultants, Directors or
Key Employees to whom Options shall be granted and the number of Shares to be
covered by such Options, the Committee may take into account the recommendations
of the President of the Company and its other officers, the duties of the
Consultants, Directors or Key Employees, the present and potential contributions
of the Consultants, Directors or Key Employees to the success of the Company,
the anticipated number of years of service remaining before the attainment by
the Key Employees of retirement age, and other factors deemed relevant by the
Committee, in its sole discretion, in connection with accomplishing the purpose
of this Plan. A Consultant, Director or Key Employee who has been granted an
Option to purchase Shares of the Company, whether under this Plan or otherwise,
may be granted one (1) or more additional Options.

(c) Dual Grants. If the Committee grants an ISO and a NQSO to a Key
Employee on the same date, the right of the Key Employee to exercise or
surrender one such Option shall not be conditioned on his or her failure to
exercise or surrender the other such Option.

7.2 Exercise Price. (a) ISO. If an Option is an ISO, the Exercise Price
for each Share subject to such Option shall be no less than the Fair Market
Value of a Share on the date such Option is granted or, if such Option is
granted to a Ten Percent Shareholder, the Exercise Price for each Share subject
to such Option shall be no less than one hundred ten percent (110%) of the Fair
Market Value of a Share on the date such Option is granted.

(b) NQSO. If an Option is a NQSO, the Exercise Price for each Share shall
be no less than the minimum price required by applicable state law or by the
Company's governing instrument, or $0.01, whichever price is greater.

7.3 Vesting of Options. Each Option granted under the Plan shall be
exercisable at such time or times, or upon the occurrence of such event or
events, and in such amounts, as the Committee shall specify in the Option
Agreement; provided, however, that subsequent to the grant of an Option, the
Committee may, at any time before complete termination of such Option,
accelerate the time or times at which such Option may be exercised in whole or
in part.

7.4 Term of Option. Each Option granted under this Plan shall be
exercisable in whole or in part at such time or times as set forth in the
related Option Agreement, but no Option Agreement shall:

(a) make an Option exercisable before the date such Option is granted
or;

(b) make an Option exercisable after the earlier of the:

(i) the date such Option is exercised in full, or

(ii) the date which is the tenth (10th) anniversary of the date
such Option is granted, if such Option is a NQSO or an ISO granted to a
non-Ten Percent Shareholder, or the date which is the fifth (5th)
anniversary of the date such Option is granted, if such Option is an ISO
granted to a Ten Percent Shareholder.

An Option Agreement may provide for the exercise of an Option after the
employment of a Key Employee has terminated for any reason whatsoever, including
death or disability.

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7.5 Time and Manner of Option Exercise. Any vested and exercisable Option
is exercisable in whole or in part (in whole Shares and in lots of not less than
one hundred (100) Shares) at any time or from time to time prior to the
expiration of an Option by giving written notice, signed by the person
exercising the Option, to the Company stating the number of Shares with respect
to which the Option is being exercised, accompanied by payment in full of the
Exercise Price for the number of Shares to be purchased. The date upon which the
Company's Secretary or Treasurer shall have received both such notice and
payment shall be the date of exercise of the Option as to the number of Shares
described by the Optionee. No Option may be exercised at any time with respect
to a fractional share. Any Option of a deceased Optionee may be exercised, to
the extent vested on such Optionee's death, by the estate of such Optionee or by
a person or persons whom the Optionee has designated in writing filed with the
Company, or, if no such designation has been made, by the person or persons to
whom the Optionee's rights have passed by will or the laws of descent and
distribution.

7.6 Payment of Option Price. Payment for all Shares purchased pursuant to
the exercise of an Option shall be made in cash or, if the Option Agreement
provides, by delivery to the Company of a number of Shares which have been owned
by the Optionee for at least six (6) months prior to the date of exercise having
an aggregate Fair Market Value on the date of delivery of not less than the
product of the Option Price multiplied by the number of Shares the Optionee
intends to purchase upon exercise of the Option. In addition, the Option
Agreement may provide for cashless exercise through a brokerage transaction
following registration of the Company's equity securities under Section 12 of
the Securities Exchange Act of 1934. Further, in the sole discretion of the
Board, an Option may be exercised as to a portion or all (as determined by the
Board) of the number of Shares specified in the Option Agreement by delivery to
the Company of a promissory note. Such promissory note shall be executed by the
Optionee and shall include, with such other terms and conditions as the Board
shall approve, provisions in a form approved by the Board under which: (a) the
balance of the aggregate purchase price shall be payable in equal installments
over such period as the Board shall approve, and shall bear interest at a per
annum rate equal to the prime rate as announced from time to time by the
Company's principal bank or, if the Company has no principal bank, that rate
announced by the Wall Street Journal as the prevailing "prime rate" of interest
per annum, and (b) the Optionee shall be personally liable for payment of the
unpaid principal balance and all accrued but unpaid interest. Except as
otherwise provided herein, payment shall be made at the time that the Option or
any part thereof is exercised, and no Shares shall be issued or delivered upon
exercise of an Option until full payment has been made by the Optionee. No
Optionee, as such, shall have any of the rights of a shareholder.

7.7 Transferability. The right of any Optionee to exercise an Option
granted under the Plan shall, during the lifetime of such Optionee, be
exercisable only by such Optionee or by a person who obtained such Option
pursuant to a qualified domestic relations order as defined by the Code, or
Title I of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or the rules thereunder (a "QDRO") and shall not be assignable or
transferable by such Optionee other than by will or by the laws of descent and
distribution or by a QDRO.

7.8 Limitation of Rights. (a) Limitation as to Shares. Neither the
recipient of an Option under the Plan nor an Optionee's successor or successors
in interest shall have any rights as a stockholder of the Company with respect
to any Shares subject to an Option granted to such person until the date of
issuance of a stock certificate for such Shares.

(b) Limitation as to Employment. Neither the Plan, nor the granting of an
Option, nor any other action taken pursuant to the Plan shall constitute or be
evidence of any agreement or understanding, express or implied, that a
Consultant, Director or Key Employee has a right to continue as an employee of
the Company or in the relationship of a consultant or director with the Company,
respectively, for any period of time or at any particular rate of compensation.

(c) Regulatory Approval and Compliance. The Company shall not be required
to issue any certificate or certificates for Shares upon the exercise of an
Option granted under the Plan or to record as a holder of record of Shares the
name of the individual exercising an Option under the Plan, without obtaining to
the complete satisfaction of the Board the approval of all regulatory bodies
deemed necessary by the Board and

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without complying, to the Board's complete satisfaction, with all rules and
regulations under federal, state, or local law deemed applicable by the Board.
In addition, with respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any provision of the Plan or action by the Committee fail to comply, it shall
deemed null and void, to the extent permitted by law and deemed advisable by the
Committee.

SECTION 8.
SURRENDER OF OPTIONS

8.1 General Rule. The Committee acting in its absolute discretion may
incorporate a provision in an Option Agreement to allow an Optionee to surrender
his or her Option in whole or in part in lieu of the exercise in whole or in
part of that Option on any date that:

(a) the Fair Market Value of the Shares subject to such Option exceeds
the Exercise Price for such Shares, and

(b) the Option to purchase such Shares is otherwise exercisable.

8.2 Procedure. The surrender of an Option in whole or in part shall be
effected by the delivery of the Option Agreement to the Committee (or to its
delegate) together with a statement signed by the Optionee which specifies the
number of Shares ("Surrendered Shares") as to which the Optionee surrenders his
or her Option and how he or she desires payment be made for such Surrendered
Shares.

8.3 Payment. An Optionee in exchange for his or her Surrendered Shares
shall receive a payment in cash or in Shares, or in a combination of cash and
Shares, equal in amount on the date such surrender is effected to the excess of
the Fair Market Value of the Surrendered Shares on such date over the Exercise
Price for the Surrendered Shares. The Committee acting in its absolute
discretion can approve or disapprove an Optionee's request for payment in whole
or in part in cash and can make that payment in cash or in such combination of
cash and Shares as the Committee deems appropriate. A request for payment only
in Shares shall be approved and made in Shares to the extent payment can be made
in whole shares of Shares and (at the Committee's discretion) in cash in lieu of
any fractional Shares.

8.4 Restrictions. Any Option Agreement which incorporates a provision to
allow an Optionee to surrender his or her Option in whole or in part also shall
incorporate such additional restrictions on the exercise or surrender of such
Option as the Committee deems necessary to satisfy the conditions to the
exemption under Rule 16b-3 (or any successor exemption) to Section 16(b) of the
Exchange Act.

SECTION 9.
STOCK APPRECIATION RIGHTS

9.1 Terms and Conditions of Stock Appreciation Rights. Stock Appreciation
Rights may be, but are not required to be, granted by the Committee in
connection with grant of an Option. All Stock Appreciation Rights shall be in
such form as the Committee may from time to time determine and shall be subject
to the following terms and conditions:

(a) Term and Exercise. A Stock Appreciation Right shall be
exercisable only: (i) with the approval of the Committee, (ii) during the
Term of the Option to which it relates, (iii) at such times as the Option
to which it relates is exercisable, and (iv) if the Fair Market Value of
the Shares subject to the Option surrendered (on the date surrendered)
minus the aggregate Option Price of the Shares subject to the Option
surrendered is a positive amount.

(b) Payment. In the event the Committee agrees to permit exercise of
the Stock Appreciation Rights, the Optionee shall surrender to the Company
the right to exercise the Option with respect to a specified number of
Shares as to which the Option is then exercisable. In return, the Optionee
shall

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receive from the Company no more than an amount payable in cash and/or in
Shares (as determined by the Committee after considering the request of the
Optionee) equal to the difference between the aggregate Fair Market Value
of the Shares as to which the Optionee has surrendered the Option and the
Option Price with respect thereto. In the event the Committee determines to
tender Shares in full or partial payment of the Stock Appreciation Right,
the number of Shares to be issued to the Optionee shall be based on the
Fair Market Value of the Shares as of the date of exercise of the Stock
Appreciation Right. No fractional Shares shall be issued to Optionees upon
exercise of a Stock Appreciation Right. Instead, the Company shall pay the
Optionee the value of such fractional Share based upon the Fair Market
Value of a Share on the date the Stock Appreciation Right is exercised.

(c) Nontransferability. A Stock Appreciation Right granted under the
Plan shall be transferable only when the Option to which it relates is
transferable.

9.2 Other Terms and Conditions. Option Agreements reflecting Stock
Appreciation Rights which are granted under the Plan may contain such other
terms and as are conditions not inconsistent with the provisions of the Plan as
the Committee may deem appropriate from time to time.

9.3 Notification of Request to Exercise. (a) The Optionee shall request
the Committee's approval to exercise a Stock Appreciation Right by written
notice to the Secretary of the Company at the principal executive offices of the
Company. Such written notice shall state the number of Shares subject to the
Option for which approval of the exercise of the Stock Appreciation Right is
requested and the Optionee's preferred form of payment of the Stock Appreciation
Right, as hereinafter provided. The Optionee may indicate his or her preference
to receive payment of the Stock Appreciation Right in cash or in a combination
thereof. Notwithstanding anything to the contrary contained herein, the
Committee shall have absolute discretion in determining whether the request for
approval of the exercise of the Stock Appreciation Right shall be approved and,
if such approval is given, whether payment shall be made in cash or in a
combination thereof.

(b) Within thirty (30) days after the delivery to the Secretary of the
Optionee's request to exercise the Stock Appreciation Right as provided above,
the Committee shall inform the Optionee in writing of its determination to the
Optionee. The Optionee must act on any approved exercise of a Stock Appreciation
Right within thirty (30) days after the date of such determination by the
Committee (or such longer period as may be permitted by the Committee) and in
accordance with the terms approved by the Committee. Exercise shall be by
written notice actually delivered, or mailed by certified or registered mail,
return receipt requested, to the Secretary of the Company at the principal
executive office of the Company.

9.4 Effect of Exercise. Upon exercise of a Stock Appreciation Right, the
Option to which it relates shall lapse with respect to the Shares as to which
the Stock Appreciation Right is exercised and such Shares shall not be available
for further grant of Options.

SECTION 10.
SECURITIES REGISTRATION

Each Option Agreement may provide that, upon the receipt of Shares as a
result of the surrender or exercise of an Option, the Consultant, Director or
Key Employee shall, if so requested by the Company, hold such Shares for
investment and not with a view of resale or distribution to the public and, if
so requested by the Company, shall deliver to the Company a written statement
satisfactory to the Company to that effect. Each Option Agreement also may
provide that, if so requested by the Company, the Consultant, Director or Key
Employee shall make a written representation to the Company that he or she will
not sell or offer to sell any of such Shares unless a registration statement
shall be in effect with respect to such Shares under the Securities Act of 1933,
as amended ("1933 Act") and any applicable state securities law or unless he or
she shall have furnished to the Company an opinion, in form and substance
satisfactory to the Company, of legal counsel acceptable to the Company, that
such registration is not required. Certificates representing the Shares
transferred upon the exercise or surrender of an Option granted under this Plan
may at the discretion of the Company bear a legend to the effect that such
Shares have not been registered under the 1933 Act or any applicable state
securities law and that such Shares may not be sold or offered for sale in the
absence of an

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effective registration statement as to such Shares under the 1933 Act and any
applicable state securities law or an opinion, in form and substance
satisfactory to the Company, of legal counsel acceptable to the Company, that
such registration is not required.

SECTION 11.
SALE OR MERGER OF THE COMPANY

If the Company agrees to sell substantially all of its assets for cash or
property or for a combination of cash and property or agrees to any merger,
consolidation, reorganization, division or other transaction in which Shares are
converted into another security or into the right to receive securities or
property and such agreement does not provide for the assumption or substitution
of the Options granted under this Plan, each Option at the direction and
discretion of the Board, or as is otherwise provided in the Option Agreements,
may be cancelled unilaterally by the Company in exchange for the whole Shares
(or, subject to satisfying the conditions to the exemption under Rule 16b-3 or
any successor exemption to Section 16(b) of the Exchange Act, for the whole
Shares and the cash in lieu of a fractional Share) which each Optionee otherwise
would receive if he or she had the right to surrender his or her outstanding
Option in full under Section 11 of this Plan and he or she exercised that right
exclusively for Shares on a date fixed by the Board which comes before such sale
or other corporate transaction.

SECTION 12.

TERMINATION AND AMENDMENT OF PLAN

The Board may amend, terminate or suspend the Plan at any time, in its sole
and absolute discretion; provided, however, that if required to qualify the Plan
under Rule 16b-3 promulgated under Section 16 of the Exchange Act, no amendment
shall be made more than once every six months that would change the amount,
price or timing of the Annual Grants and Interim Grants, other than to comport
with changes in the Code, or the rules and regulations promulgated thereunder;
and provided, further, that if required to qualify the Plan under Rule 16b-3, no
amendment shall be made without the approval of the Company's stockholders that
would (a) materially increase the number of Shares that may be issued under the
Plan; (b) materially modify the requirements as to eligibility for participation
in the Plan; or (c) otherwise materially increase the benefits accruing to
participants under the Plan.

SECTION 13.

AMENDMENT OR TERMINATION OF PLAN

This Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate; provided, however, no such amendment
shall be made absent the approval of the shareholders of the Company (1) to
increase the number of Shares reserved under Section 3 except as set forth in
Section 3.2, (2) to extend the maximum life of the Plan or the maximum exercise
period under Section 7.4, (3) to decrease the minimum Exercise Price under
Section 7.2, or (4) to change the designation of Consultants, Directors or Key
Employees eligible for Options under Section 7.1. The Board also may suspend the
granting of Options under this Plan at any time and may terminate this Plan at
any time; provided, however, the Company shall not have the right to modify,
amend or cancel any Option granted before such suspension or termination unless
(1) the Optionee consents in writing to such modification, amendment or
cancellation or (2) there is a dissolution or liquidation of the Company or a
transaction described in Section 3.2 or Section 11 of this Plan.

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SECTION 14.

MISCELLANEOUS

14.1 Shareholder Rights. No Consultant, Director or Key Employee shall
have any rights as a shareholder of the Company as a result of the grant of an
Option to him or to her under this Plan or his or her exercise or surrender of
such Option pending the actual delivery of Shares subject to such Option to such
Consultant, Director or Key Employee.

14.2 No Contract of Employment. The grant of an Option to a Key Employee
under this Plan shall not constitute a contract of employment and shall not
confer on a Key Employee any rights upon his or her termination of employment in
addition to those rights, if any, expressly set forth in the Option Agreement
which evidences his or her Option.

14.3 Withholding. The exercise or surrender of any Option granted under
this Plan shall constitute the Optionee's full and complete consent to whatever
action the Committee directs to satisfy the federal and state tax withholding
requirements, if any, which the Committee in its discretion deems applicable to
such exercise or surrender. In addition to and at the time of payment of the
Exercise Price, the Optionee shall pay to the Company in cash the full amount of
any federal, state and local income, employment or other taxes required to be
withheld from the income of such Optionee as a result of such exercise;
provided, however, that in the discretion of the Committee any Option Agreement
may provide that all or any portion of such tax obligations, together with
additional taxes not exceeding the actual additional taxes to be owed by the
Optionee as a result of such exercise, may, upon the irrevocable election of the
Optionee, be paid by tendering to the Company whole Shares of Common Stock duly
endorsed for transfer and owned by the Optionee, or by authorizing the Company
to withhold Shares of Common Stock otherwise issuable upon exercise of the
Option, in either case in that number of Shares having a Fair Market Value on
the date of exercise equal to the amount of such taxes thereby being paid, in
all cases subject to such restrictions as the Committee may from time to time
determine, including any such restrictions as may be necessary or appropriate to
satisfy the conditions of the exemption set forth in Rule 16b-3 under the
Exchange Act.

14.4 Transfer. The transfer of a Key Employee between or among the
Company, a Subsidiary or a Parent shall not be treated as a termination of his
or her employment under this Plan.

14.5 Construction. This Plan shall be construed under the laws of the
State of Georgia.

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EXHIBIT B
TO HARBINGER CORPORATION PROXY STATEMENT
FOR 1996 ANNUAL MEETING OF SHAREHOLDERS

AMENDED AND RESTATED HARBINGER CORPORATION
EMPLOYEE STOCK PURCHASE PLAN

B-1
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AMENDED AND RESTATED
HARBINGER CORPORATION EMPLOYEE STOCK PURCHASE PLAN

1. PURPOSE.

The Amended and Restated Harbinger Corporation Employee Stock Purchase Plan
(the "Plan") is intended to encourage employee stock ownership by offering
employees of Harbinger Corporation and its subsidiaries Purchase Rights (as such
term is defined in Section 2) to purchase shares of Common Stock. The Plan is
intended to operate as a bifurcated plan, providing benefits as an "employee
stock purchase plan" as defined in Section 423 of the Internal Revenue Code of
1986, as amended ("Code"), to those employees eligible to participate in and
receive benefits under such a plan, and providing similar benefits through an
employee stock purchase plan not intended to satisfy Code Section 423 to
eligible employees who may not benefit under a plan satisfying Code Section 423.
The provisions of the Plan shall, accordingly, be construed so as to comply with
the requirements of Section 423 of the Code, whenever possible.

2. DEFINITIONS.

"Base Pay" means regular straight-time and overtime earnings received from
the Company, excluding payments for incentive compensation, bonuses and other
special payments.

"Board" mean the Board of Directors of the Harbinger Corporation.

"Committee" means the Compensation Committee of the Board.

"Common Stock" or "Stock" means the Common Stock, par value $.001 per
share, of Harbinger Corporation, and any other stock or securities (including
any other share or securities of an entity other than Harbinger Corporation) for
or into which the outstanding shares of such stock are hereinafter exchanged or
changed.

"Company" means Harbinger Corporation.

"Custodian" means Smith Barney, Inc., whose address is 388 Greenwich
Street, 28th Floor, New York, New York 10013, or such other person as the
Committee shall designate from time to time.

"Effective Date" means the date set by the Board for the Plan to become
effective, which date shall be the first day of a Purchase Period, and which
shall be at least one hundred and eighty (180) days after the effective date of
the initial public offering for Harbinger Corporation, or such earlier date as
is approved by the underwriter of such initial offering. The Effective Date
shall be subject to shareholder approval pursuant to Section 17.

"Exercise Date" means the last day of a Purchase Period (as such term is
defined in Section 4(b) hereof), on which date all Participants' outstanding
Purchase Rights will automatically be exercised.

"Fair Market Value" means the closing "asked" price of the shares of Stock
in the over-the-counter market on the day on which such value is to be
determined or, if such "asked" price is not available, the last sales price on
such day or, if no shares were traded on such day, on the next preceding day on
which the shares were traded, as reported by the National Association of
Securities Dealers Automatic Quotation System (NASDAQ) or other national
quotation service. If the shares are listed on a National Securities Exchange,
"fair market value" means the closing price of the shares on such National
Securities Exchange on the day of which such value is to be determined or, if no
shares were traded on such day, on the next preceding day on which shares were
traded, as reported by National Quotation Bureau, Inc. or other national
quotation service. If at any time shares of Common Stock are not traded on an
exchange or in the over-the-counter market, Fair Market Value shall be the value
determined by the Board of Directors or Committee administering the Plan, taking
into consideration those factors affecting or reflecting value which they deem
appropriate.

"NASDAQ" means the National Association of Securities Dealers Automated
Quotation System.

"Participant" means an employee of the Company or of a parent or subsidiary
of the Company who has enrolled in the Plan by completing a Participation Form
(as such term is defined in Section 5 hereof) with the

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<PAGE> 40

Plan Administrator. For purposes of the Plan, a parent means a company which
owns a majority interest in the Company and effectively controls the Company,
and a subsidiary means a company in which the Company owns a majority interest
and which the Company effectively controls. For purposes of employees
participating in the portion of the Plan satisfying Code Section 423, the terms
parent and subsidiary have the meanings set forth in Code Sections 424(e) and
(f), respectively.

"Plan Administrator" means the Director of Human Resources of the Company,
or any such other person so designated by the Committee.

"Purchase Period" means a calendar quarter period as defined in Section
4(b) hereof.

"Purchase Right" means a Participant's option to purchase shares of Common
Stock that is deemed to be granted to a Participant during a Purchase Period
pursuant to Section 7.

"Section 16(b) Insider" means those persons subject to the requirements of
Section 16(b) of the Securities Exchange Act of 1934, as amended.

"Trading Day" refers to a day during which the NASDAQ National Market
System is available for trading shares of Common Stock.

3. ELIGIBILITY.

(a) Participation in the Plan is voluntary. All full-time employees of the
Company, including officers and directors who are full-time employees but who
are not members of the Committee, who have completed at least six (6) months of
continuous service with the Company are eligible to participate in the Plan. The
employee's entry date in the Plan shall be the first day of the Purchase Period
immediately following the date the employee has satisfied the eligibility
provisions. Full-time employees mean those employees who work at least twenty
(20) hours per week and for more than five (5) months in any calendar year.

(b) Notwithstanding any provision of the Plan to the contrary, no employee
may participate in that part of the Plan which is intended to satisfy Code
Section 423 if prior to the grant of Purchase Rights or if following a grant of
Purchase Rights under the Plan, the employee would own, directly or by
attribution, stock, Purchase Rights or other stock options to purchase stock
representing five percent (5%) or more of the total combined voting power or
value of all classes of the Company's stock as defined in Code Section
423(b)(3).

4. SECURITIES SUBJECT TO THE PLAN AND PURCHASE PERIODS.

(a) The maximum number of shares which may be granted and purchased under
the Plan may not exceed One Hundred and Fifty Thousand (150,000) shares of
Common Stock (subject to adjustment as provided in Section 15), which may be
authorized but unissued shares, re-acquired shares or shares bought on the open
market. If any Purchase Right granted shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares of Common Stock
shall again become available for purposes of the Plan, unless the Plan has been
terminated.

(b) Purchase Period means each three month calendar quarter period,
beginning on January 1, April 1, July 1, and October 1, with the first such
Purchase Period beginning concurrently with the Effective Date of the Plan.

5. PARTICIPATION.

Eligible employees become Participants in the Plan by authorizing payroll
deductions for the purpose through a "Participation Form" filed with the Plan
Administrator no later than fifteen (15) days prior to the start date of a
Purchase Period.

6. PAYROLL DEDUCTIONS.

(a) In order to purchase Common Stock each Participant must elect and
indicate on the Participation Form the amount he/she wishes to authorize the
Company to deduct at regular payroll intervals during the

B-3
<PAGE> 41

Purchase period, expressed either as (1) an integral percentage amount ranging
from one percent (1%) to fifteen percent (15%) of such Participant's Base Pay
for the applicable payroll period, with a minimum deduction of $10.00 per payday
during the Purchase Period, or (2) a dollar amount to be deducted pro rata at
regular payroll intervals during the Purchase Period, with a minimum deduction
of $10 per payday and a maximum dollar amount per payday to be set by the
Committee. The Committee shall determine from time to time whether method (1) or
(2), or both, shall be utilized. The Participation Form will include
authorization for the Company to make payroll deductions from the Participant's
Base Pay.

(b) A Participant may not be granted Purchase Rights under the Plan with
respect to more than Fifteen Thousand Dollars ($15,000.00) worth of Common Stock
for any calendar year such Purchase Rights to purchase Common Stock are
outstanding pursuant to the terms of the Plan. The Fifteen Thousand Dollar
($15,000.00) limit is determined according to the Fair Market Value of the
Common Stock on the first day (the grant date) of the Purchase Period.
Participants will be notified if these limitations become applicable to them.

(c) The amounts deducted from the Participant's Base Pay shall be credited
to a bookkeeping account established in the Participant's name under the Plan,
but no actual separate account will be established by the Company to hold such
amounts. There shall be no interest paid on the balance credited to a
Participant's account. Amounts deducted from the participant's Base Pay may be
commingled with the general assets of the Company and may be used for its
general corporate purposes prior to the purchase of Common Stock for a Purchase
Period.

(d) Payroll deductions shall begin on the first payday of each Purchase
Period, and shall end on the last payday of each Purchase Period. Eligible
employees may participate in the Plan and purchase shares only through payroll
deductions. Notwithstanding the above, a Participant on an approved leave of
absence may continue participating in the Plan by making cash payments to the
Company within a normal pay period equal to the amount of the normal payroll
deduction had a leave of absence not occurred. The right of a Participant on an
approved leave of absence to continue participating in the Plan shall terminate
upon the expiration of twelve (12) weeks of leave, unless the Participant's
right to re-employment by the Company after a longer leave is guaranteed by
statute or contract, in which case termination of the right to participate will
occur upon the expiration of such extended period.

(e) So long as a Participant remains an employee of the Company, payroll
deductions will continue in effect from Purchase Period to Purchase Period,
unless at least fifteen (15) calendar days prior to the first day of the next
succeeding Purchase Period the Participant:

(i) elects a different rate by filing a new Participation Form with
the Plan Administrator; or

(ii) withdraws from the Plan in accordance with Section 9 hereof.

(f) Unless a Participant files with the Plan Administrator a new
Participation Form electing to withdraw prior to fifteen (15) calendar days
before the beginning of the next Purchase Period as permitted under the Plan,
such Participant's payroll deductions will continue throughout the next Purchase
Period and his or her Purchase Right to purchase Common Stock will be deemed to
be fully and automatically exercised on the last day of such Purchase Period
with respect to payroll deductions made during that Purchase Period.

7. GRANT OF PURCHASE RIGHT.

(a) Subject to the effective date provisions of Section 17, at 5:01 p.m.
Eastern Standard Time, on the last day of each Purchase Period (the Exercise
Date), each Participant who has not withdrawn from the Plan pursuant to Section
9 shall be deemed to have been granted a Purchase Right as of the first day of
the Purchase Period to purchase as many full shares of Common Stock as can be
purchased with the balance credited to such Participant's account as of the
Exercise Date.

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<PAGE> 42

(b) The price at which each Purchase Right to purchase Common Stock shall
be exercised is the lower of:

(i) 85% of the Fair Market Value of the Common Stock on the NASDAQ
National Market System on the first Trading Day of a Purchase Period; or

(ii) 85% of the Fair Market Value of the Common Stock on the NASDAQ
National Market System on the last Trading Day of such Purchase Period.

(c) The number of shares purchasable by each Participant per Purchase
Period will be the number of whole and fractional shares obtained by dividing
the amount credited to the Participant's Account as of the Exercise Date in the
Purchase Period by the purchase price in effect for the Purchase Period.

(d) A Participant may not purchase shares of Stock with a Fair Market Value
exceeding Three Thousand, Seven Hundred and Fifty Dollars ($3,750) for any
particular Purchase Period. The Committee has the power, exercisable at any time
prior to the start of a Purchase Period, to increase or decrease the dollar
value maximum for that Purchase Period, subject to the limitations in Section
6(b). The maximum, as thus adjusted, will continue in effect from Purchase
Period to Purchase Period until the Committee once exercises its power to adjust
the maximum.

8. EXERCISE OF PURCHASE RIGHT.

(a) Subject to the effective date provisions of Section 17, each
outstanding Purchase Right shall be deemed automatically exercised as of 5:01
p.m. of the Exercise Date (the last day of the Purchase Period). The exercise of
the Purchase Right is accomplished by applying the balance credited to each
Participant's account as of the Exercise Date to the purchase on the Exercise
Date of whole and fractional shares of Common Stock at the purchase price in
effect for the Purchase Period.

(b) If a Participant purchases the maximum share amount set forth in
Section 7(d), any amount not applied to the purchase of Common Stock for that
Purchase Period will be held for the purchase of Stock in the next Purchase
Period.

(c) If the number of Shares for which Purchase Rights are exercised exceeds
the number of Shares available in any Purchase Period under the Plan, the Shares
available for exercise will be allocated by the Plan Administrator pro rata
among the Participants in such Purchase Period in proportion to the relative
amounts credited to their accounts. Any amounts not thereby applied to the
purchase of Common Stock under the Plan will be refunded to the Participants
after the end of the Purchase Period.

9. WITHDRAWAL AND TERMINATION OF PURCHASE RIGHTS.

(a) A Participant may withdraw from the Plan during a Purchase Period by
providing written notice to the Plan Administrator on or before 5:00 p.m. of the
last business day of such Purchase Period. Such withdrawal will become effective
upon receipt by the Plan Administrator of such notice, and payroll deductions
will cease as soon as is administratively feasible from the date of such notice,
and no additional payroll deductions will be made on behalf of such Participant
during the Purchase Period. Such notice shall be on a form (the "Withdrawal
Form") provided by the Plan Administrator for that purpose. The Withdrawal Form
will permit such a Participant to elect to receive all accumulated payroll
deductions as a refund without penalty or to exercise such Participant's
outstanding Purchase Rights to purchase Stock on the following Exercise Date in
the amount of all payroll deductions withheld during the Purchase Period prior
to the Participant's withdrawal.

(b) Any Participant (other than a Section 16(b) Insider) who withdraws from
the Plan pursuant to Section 9(a) will not be eligible to rejoin the Plan until
the second (2nd) Purchase Period following the Purchase Period of withdrawal. A
Participant wishing to resume participation may re-enroll in the Plan by
completing and filing a new Participation Form for a subsequent Purchase Period
by following the applicable enrollment procedures.

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<PAGE> 43

(c) In the event a Participant who is a Section 16(b) Insider ceases
participation in the Plan, whether as a result of withdrawal during a Purchase
Period or of such Participant's decision to discontinue his or her enrollment
for subsequent Purchase Periods, such insider may not re-enroll in the Plan
until the Purchase Period beginning coincident with or immediately following the
expiration of a six (6) month period beginning upon the effective date of such
Section 16(b) Insider's withdrawal from the Plan.

(d) If a Participant ceases to be an employee of the Company for any reason
during a Purchase Period, his or her outstanding Purchase Right will immediately
terminate, and all sums previously collected from such Participant during such
Purchase Period under the terminated Purchase Right will be refunded to the
Participant.

10. RIGHTS AS SHAREHOLDER.

(a) A Participant is not a shareholder in shares to be purchased during a
Purchase Period until the Purchase Right is exercised on the Exercise Date.
Thus, a Participant will not have a right to any dividend or distribution made
prior to the Exercise Date on shares of Common Stock purchased during the
Purchase Period.

(b) Upon a written request made to the Custodian, the Participant will be
entitled to receive, as soon as practicable after the Exercise Date, a stock
certificate for the number of purchased shares The Custodian may impose upon, or
pass through to, the Participant a reasonable fee for the transfer of shares of
Common Stock in the form of stock certificates from the Custodian to the
Participant. It is the responsibility of each Participant to keep his or her
address current with the Company through the Plan Administrator and with the
Custodian.

11. SALE OF COMMON STOCK ACQUIRED UNDER THE PLAN.

(a) Participants may sell the shares of Common Stock they acquire under the
Plan only in compliance with the restrictions set forth below.

(i) Section 16(b) Insiders may be subject to certain restrictions in
connection with their transactions under the Plan and with respect to the
sale of shares of Stock obtained under the Plan, including, but not limited
to, the Company's Insider Trading Policy.

(ii) Sales of Stock obtained under the Plan by a Participant must
comply with the Company's Insider Trading Policy, as the same may exist
from time to time.

(iii) No Participant purchasing shares of Common Stock under the Plan
shall be entitled to sell such shares of Stock until the first day of the
second (2nd) Purchase Period immediately following the Purchase Period in
which the shares of Stock were obtained. For purposes of this restriction,
the Company may, at its option, include the following legend on any
certificates representing the Stock so purchased:

"The shares represented by this Certificate are subject to certain
restrictions on sale and disposition contained in the Amended and
Restated Harbinger Corporation Employee Stock Purchase Plan, a copy of
which is on file with the Corporation."

(b) The Participant understands and agrees that, in order to insure
compliance with the restrictions referred to herein, the Company may issue
appropriate "stop transfer" instructions to its transfer agent, if any, and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

(c) A Participant shall immediately inform the Plan Administrator in
writing if the Participant transfers any shares purchased through the Plan
within two (2) years from the date of grant of the related Purchase Right. Such
transfer shall include disposition by sale, gift or other manner. The
Participant may be requested to disclose the manner of the transfer, the date of
the transfer, the number of shares involved and the transfer price. By executing
the Participation Form, each Participant obligates himself or herself to provide
such information to the Plan Administrator.

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(d) The Company is authorized to withhold from any payment to be made to a
Participant, including any payroll and other payments not related to the Plan,
amounts of withholding and other taxes due in connection with any transaction
under the Plan, and a Participant's enrollment in the Plan will be deemed to
constitute his or her consent to such withholding.

12. PLAN ADMINISTRATION.

(a) The Plan shall be administered by the Committee. No member of the Board
will be eligible to participate in the Plan during his or her period of
Committee service.

(b) The Committee shall have the plenary power, subject to and within the
limited of the express provisions of the Plan:

(i) to determine the commencement and termination date of the offering
of Common Stock under the Plan; and

(ii) to interpret the terms of the Plan, established and revoke rules
for the administration of the Plan and correct or reconcile any defect or
inconsistency in the Plan.

(c) The Committee may delegate all or part of its authority to administer
the Plan to the Plan Administrator, who may in turn delegate the day-to-day
operations of the Plan to the Custodian. The Custodian will establish and
maintain, as agent for the Participants, accounts for the purpose of holding
shares of Common Stock and/or cash contributions as may be necessary or
desirable for the administration of the Plan.

(d) The Board may waive or modify any requirement that a notice or election
be made or filed under the Plan a specified period in advance in an individual
case or by adoption of a rule or regulation under the Plan, without the
necessity of an amendment to the Plan.

13. TRANSFERABILITY.

(a) Any account maintained by the Custodian for the benefit of a
Participant with respect to shares acquired pursuant to the Plan may only be in
the name of the Participant; provided, however, that the Participant may elect
to maintain such account with right of joint ownership with such Participant's
spouse. Such election may only be made on a form (the "Joint Account Form")
provided by the Company.

(b) Neither payroll deductions credited to a Participant's account nor any
Purchase Rights or other rights to acquire Common Stock under the Plan may be
assigned, transferred, pledged or otherwise disposed of by Participants other
than by will or the laws of descent and distribution and, during the lifetime of
a Participant, Purchase Rights may be exercised only by the Participant.

14. MERGER OR LIQUIDATION OF THE COMPANY.

In the event the Company merges with another corporation and the Company is
not the surviving entity, or in the event all or substantially all of the stock
or assets of the Company is acquired by another company, or in the event of
certain other similar transactions, the Committee may, in its sole discretion
and in connection with such transaction, cancel each outstanding Purchase Right
and refund all sums previously collected from Participants under the canceled
outstanding Purchase Rights, or, in its discretion, cause each Participant with
outstanding Purchase Rights to have his or her outstanding Purchase Right
exercised immediately prior to such transaction and thereby have the balance of
his or her account applied to the purchase of whole and fractional shares of
Common Stock (subject to the maximum dollar limitation of Section 7(d)) at the
purchase price in effect for the Purchase Period, which would be treated as
ending with the effective date of such transaction. The balance of the account
not so applied with be refunded to the Participant. In the event of a merger in
which the Company is the surviving entity, each Participant is entitled to
receive, for each share as to which such Participant's Outstanding Purchase
Rights are exercised as nearly as reasonably may be determined by the Committee,
in its sole discretion, the securities or property that a holder of one share of
Common Stock was entitled to receive upon the merger.

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15. ADJUSTMENT FOR CHANGES IN CAPITALIZATION.

To prevent dilution or enlargement of the rights of Participants under the
Plan, appropriate adjustments may be made in the event any change is made to the
Company's outstanding Common Stock by reason of any stock dividend, stock split,
combination of shares, exchange of shares or other change in the Common Stock
effected without the Company's receipt of consideration. Adjustments may be made
to the maximum number and class of securities issuable under the Plan, the
maximum number and class of securities purchasable per outstanding Purchase
Right and the number and class of securities and price per share in effect under
each outstanding Purchase Right. Any such adjustments may be made retroactively
effective to the beginning of the Purchase Period in which the change in
capitalization occurs, and any such adjustment will be made by the Committee in
its sole discretion.

16. AMENDMENT AND TERMINATION.

The Committee may terminate or amend the Plan at any time, subject to the
following restrictions. First, the provisions of Sections 4, 5, 6, 7 and 8 which
govern the formula for the automatic grant of Purchase Rights under the Plan may
not be amended more than once in any six (6) month period. Second, any
termination or amendment made to the Plan may not affect or change Purchase
Rights previously granted under the Plan without the consent of the affected
Participant, and any amendment that materially increases the benefits or number
of shares under the Plan (except for certain allowable adjustments in the event
of changes to the Company's capital structure or for changes authorized by the
Plan to be made by the Committee or the Plan Administrator) or materially
modifies the eligibility requirements of the Plan shall be subject to
shareholder approval. If not sooner terminated by the Committee, the Plan shall
terminate at the time Purchase Rights have been exercised with respect to all
shares of Common Stock reserved for grant under the Plan.

17. SHAREHOLDER APPROVAL AND EFFECTIVE DATE.

The Plan is subject to the approval of shareholders of the Company holding
a majority of the shares of the Common Stock.

The Plan (as amended and restated) shall be deemed to have been adopted as
of the Effective Date (January 1, 1996) upon the date of its approval by the
shareholders of the Company. Until the Plan is approved by the shareholders, no
Purchase Rights shall be deemed granted or exercised under Sections 7 and 8.
Upon approval of the Plan by the Company's shareholders, Purchase Rights shall
be deemed granted and exercised as of the appropriate dates in the Plan as of
the Effective Date, and shares of Stock purchased shall be deemed purchased as
of the applicable Exercise Date. In the event the Plan is not approved by the
shareholders on or before June 30, 1996, the Plan shall be deemed not to have
been adopted, and all payroll deduction amounts withheld on behalf of
Participants pursuant to Section 6 shall be refunded to such Participants.

18. NO EMPLOYMENT RIGHTS.

Participation in the Plan will not impose any obligations upon the Company
to continue the employment of the Participant for any specific period and will
not affect the right of the Company to terminate such person's employment at any
time, with or without cause.

19. COSTS.

Except as set forth in Section 10(b), costs and expenses incurred in the
administration of the Plan and the maintenance of accounts with the Custodian
may be shared by the Participant and the Company, to the extent provided in this
Section 19. Any brokerage fees and commissions for the purchase of Common Stock
under the Plan (including shares of Common Stock purchased upon reinvestment of
dividends and distributions) will be shared equally by the Participant and the
Company, but any brokerage fees and commission for the sale of shares of Common
Stock under the Plan by a Participant will be borne by such Participant.

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20. REPORTS.

After the close of each Purchase Period, each Participant in the Plan will
receive a report from the Custodian indicating the amount of the Participant's
contributions to the Plan during the Purchase Period, the amount of the
contributions applied to the purchase of Common Stock for the Purchase Period,
the purchase price per share in effect for the Purchase Period and the amount of
the contributions (if any) carried over to the next Purchase Period.

21. GOVERNING LAW.

The validity, construction and effect of the Plan and any rules and
regulations relating to the Plan will be determined in accordance with laws of
the State of Georgia, without giving effect to principles of conflicts of laws,
and applicable Federal law.

22. COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS.

The Plan, the granting and exercising of Purchase Rights hereunder, and the
other obligations of the Company, the Plan Administrator and the Custodian under
the Plan will be subject to all applicable federal and state laws, rules, and
regulations, and to such approvals by any regulatory or governmental agency as
may be required. The Company may, in its discretion, postpone the issuance or
delivery of shares of Common Stock upon exercise of Purchase Rights until
completion of such registration or qualification of such shares of Common Stock
or other required action under any federal or state law, rule, or regulation,
listing or other require action with respect to any automated quotation system
or stock exchange upon which the shares of Common Stock or other Company
securities are designated or listed, or compliance with any other contractual
obligation of the Company, as the Company may consider appropriate, and may
require any Participant to make such representations and furnish such
information as it may consider appropriate in connection with the issuance or
deliver of shares of Common Stock in compliance with applicable laws, rules, and
regulations, designation or listing requirements, or other contractual
obligations.

23. EFFECT OF PLAN.

The provisions of the Plan shall, in accordance with its terms, be binding
upon and inure to the benefit of, all successors of each employee participating
in the Plan, including, without limitation, such employee's estate and the
executors, administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of such employee.

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APPENDIX

HARBINGER CORPORATION
1055 LENOX PARK BLVD.
ATLANTA, GA 30319

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints C. Tycho Howle, David T. Leach and Joel G.
Katz, and each of them, with full power of substitution, as Proxy, to represent
and vote all the shares of Common Stock of Harbinger Corporation held of record
by the undersigned on March 29, 1996, at the annual meeting of shareholders to
be held on May 8, 1996 or any adjournment thereof, as designated on the reverse
side hereof and in their discretion as to other matters.

Please sign exactly as name appears on the reverse side. When shares are held
by joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.

The shares represented by this proxy will be voted as directed by the
stockholder. If no direction is given when the duly executed proxy is returned,
such shares will be voted "FOR" all nominees in Proposal 1 and "FOR" Proposals
2, 3, 4 and 5.

/ / I PLAN TO ATTEND MEETING

THE BOARD OR DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES" IN PROPOSAL 1 AND
"FOR" PROPOSALS 2, 3, 4 AND 5.
1. Election of the following Nominees as Directors:
Howle, Savoy, Leach, Covey, King, Bell and Kivits

<TABLE>
<S> <C>
/ / FOR all Nominees / / WITHHELD for all
Nominees
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INSTRUCTIONS: Withhold for the following only (Write the name of the
nominee(s) in the space below)

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(continued on other side)

2. Approval of Company's 1996 Stock Option Plan.

/ / FOR / / AGAINST / / ABSTAIN

3. Approval of the Amended and Restated Harbinger Corporation Employee Stock
Purchase Plan.

/ / FOR / / AGAINST / / ABSTAIN

4. Approval of modification to the Company's Amended and Restated 1993 Stock
Option Plan for Nonemployee Directors.

/ / FOR / / AGAINST / / ABSTAIN

5. Ratification of Selection of KPMG Peat Marwick LLP as Independent Auditors.

/ / FOR / / AGAINST / / ABSTAIN

PLEASE MARK YOUR CHOICE LIKE
THIS IN /X/ BLUE OR BLACK INK,

Date__________________________

______________________________
Signature

______________________________
Signature if held jointly

PLEASE MARK, DATE AND SIGN AS YOUR NAME APPEARS ABOVE AND RETURN IN THE ENCLOSED
ENVELOPE.