MERGER AGREEMENT


                          by and among


                     HARBINGER CORPORATION,


                 OLYMPIC SUBSIDIARY CORPORATION


                                and


                    PREMENOS TECHNOLOGY CORP.




                     As of October 23, 1997

<PAGE>

                        TABLE OF CONTENTS


  
ARTICLE 1.  THE MERGER                                     2
Section 1.1.  Surviving Corporation                        2
Section 1.2.  Certificate of Incorporation                 2
Section 1.3.  Bylaws                                       2
Section 1.4.  Directors                                    2
Section 1.5.  Officers                                     2
Section 1.6.  Effective Time                               2
Section 1.7.  Tax-Free Reorganization                      2
Section 1.8.  Pooling of Interests Accounting              2

ARTICLE 2. CONVERSION OF SHARES; TREATMENT OF
             OPTIONS AND DERIVATIVES                       3
Section 2.1.  Premenos Common Stock                        3
Section 2.2.  Fractional Shares                            3
Section 2.3.  Treatment of Premenos Employee Stock 
              Options and Derivative Securities            3
Section 2.4.  Exchange Agent                               5
Section 2.5.  Conversion Ratio and Adjustment Event        7

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF Premenos      8
Section 3.1.  Organization                                 8
Section 3.2.  Authorization                                8
Section 3.3.  Absence of Restrictions and Conflicts        8
Section 3.4.  Capitalization                               9
Section 3.5.  Capital Stock of Premenos Subsidiaries       9
Section 3.6.  SEC Reports                                 10
Section 3.7.  Financial Statements                        10
Section 3.8.  Absence of Certain Changes                  10
Section 3.9.  Legal Proceedings                           11
Section 3.10. Compliance with Law                         12
Section 3.11. Material Contracts                          12
Section 3.12. Tax Returns; Taxes                          13
Section 3.13. Employee Benefit Plans                      14
Section 3.14. Labor Relations                             17
Section 3.15. Insurance                                   17
Section 3.16. Title to Properties and Related Matters     18
Section 3.17. Environmental Matters                       18
Section 3.18. Patents, Trademarks, Trade Names            19
Section 3.19. Licensed Software                           20
Section 3.20. Trade Secrets                               21

<PAGE>

Section 3.21. Proxy Statement and Registration Statement  22
Section 3.22. Pooling                                     22
Section 3.23. Transactions with Affiliates                22
Section 3.24. Brokers, Finders and Investment Bankers     22
Section 3.25. Disclosure                                  22
Section 3.26. Opinion of Financial Advisor                23
Section 3.27. No Existing Discussions                     23

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF HARBINGER    24
Section 4.1.  Organization                                24
Section 4.2.  Authorization                               24
Section 4.3.  Absence of Restrictions and Conflicts       24
Section 4.4.  Capitalization                              25
Section 4.5.  Capital Stock of Harbinger Subsidiaries     25
Section 4.6.  SEC Reports                                 26
Section 4.7.  Financial Statements                        26
Section 4.8.  Absence of Certain Changes                  27
Section 4.9.  Legal Proceedings                           28
Section 4.10. Compliance with Law                         28
Section 4.11. Patents, Trademarks, Trade Names            28
Section 4.12. Licensed Software                           29
Section 4.13. Trade Secrets                               30
Section 4.14. Proxy Statement and Registration Statement  31
Section 4.15. Pooling                                     31
Section 4.16. Brokers, Finders and Investment Bankers     31
Section 4.17. Disclosure                                  31
Section 4.18. Opinion of Financial Advisor                32
Section 4.19. Interim Operations of HarbingerSub          32

ARTICLE 5. CERTAIN COVENANTS AND AGREEMENTS               33
Section 5.1.  Conduct of Business by Premenos             33
Section 5.2.  Conduct of Business by Harbinger            35
Section 5.3.  Inspection and Access to Information        36
Section 5.4.  Proxy Statement and Registration Statement  36
Section 5.5.  Harbinger and Premenos Stockholders
               Meetings                                   37
Section 5.6.  The Nasdaq National Market Additional
               Shares Notification                        37
Section 5.7.  Premenos Affiliates                         38
Section 5.8.  No Solicitation                             38
Section 5.9.  Reasonable Efforts; Further Assurances;
               Cooperation                                39
Section 5.10. Public Announcements                        40
Section 5.11.  Financial Statements and SEC Reports       40
Section 5.12. Supplements to Disclosure Letters           41
Section 5.13. Pooling of Interests Accounting             41
Section 5.14. Accountant's Review Report                  41

<PAGE>

Section 5.15. Indemnification of Premenos Directors
               and Officers                               41
Section 5.16. Harbinger Board of Directors                42
Section 5.17. Employment Agreements                       42
Section 5.18. Premenos Transactional Expenses             43
Section 5.19.  Severance                                  43
Section 5.20. Premenos Stock Options                      43
Section 5.21. Minority Interest                           43

ARTICLE 6. CONDITIONS                                     44
Section 6.1.  Conditions to Each Party's Obligations      44
Section 6.2.  Conditions to Obligations of Harbinger      45
Section 6.3.  Conditions to Obligations of Premenos       46

ARTICLE 7. CLOSING                                        48

ARTICLE 8. TERMINATION                                    49
Section 8.1.  Termination and Abandonment                 49
Section 8.2.  Specific Performance and Other Remedies     50
Section 8.3.  Effect of Termination                       50
Section 8.4.  Fees and Expenses                           50

ARTICLE 9. MISCELLANEOUS PROVISIONS                       53
Section 9.1.  Notices                                     53
Section 9.2.  Disclosure Letters and Exhibits             53
Section 9.3.  Assignment; Successors in Interest          54
Section 9.4.  Investigations; Representations and
               Warranties                                 54
Section 9.5.  Number; Gender                              54
Section 9.6.  Captions                                    54
Section 9.7.  Controlling Law; Integration; Amendment     54
Section 9.8.  Premenos and Harbinger Knowledge            54
Section 9.9.  Severability                                55
Section 9.10. Counterparts                                55
Section 9.11. Enforcement of Certain Rights               55
Section 9.12. Waiver                                      55
Section 9.13. Merger                                      56

<PAGE>

                           DEFINED TERMS

Term                                              Section

1997 Balance Sheet                                 3.7
Adjustment Event                                   2.5(b)
Agreement                                          Page 1
Alternative Transaction                            8.4(d)
Alternative Transaction Value                      8.4(b)
Anticipated Merger Transaction Value               2.5(a)
Anticipated Premenos Transactional Expenses        5.18
Average Closing Price                              2.2
Certificate                                        2.4(b)
Certificate of Merger                              Page 1
Closing                                            Page 47
Closing Date                                       Page 47
Code                                               Page 1
Competing Offer                                    5.8(a)
Confidentiality Agreement                          5.8(a)
Conversion Ratio                                   2.5(a)
Coopers & Lybrand                                  3.7
Coopers & Lybrand Review Report                    5.14
DGCL                                               Page 1
EEOC                                               3.14
Effective Time                                     1.6
Employee Benefit Plan                              3.13(a)(ii)
ERISA                                              3.13(a)(ii)
Excess Parachute Payment                           3.13(k)
Exchange Act                                       3.3
Exchange Fund                                      2.4(a)
Expense Cap                                        2.5(a)
Exchange Agent                                     2.4(a)
GBCC                                               6.1(b)
Harbinger Executives                               9.8
Harbinger Licensed Intellectual Property           4.9
Harbinger Disclosure Letter                        Page 24
Harbinger Proprietary Intellectual Property        4.9
Harbinger Intellectual Property                    4.9
Harbinger Proprietary Software                     4.10(a)
Harbinger Hardware                                 4.10(a)
Harbinger Licensed Software                        4.10(b)
Harbinger Software                                 4.10(b)

<PAGE>

Harbinger License Agreements                       4.10(b)
Harbinger Shareholders Meeting                     5.5(b)
Harbinger Subsidiaries                             4.5
Harbinger SEC Reports                              4.6
Harbinger Preferred Stock                          4.4
Harbinger Financial Statements                     4.7
Harbinger                                          Page 1
Harbinger Balance Sheet                            4.7
Harbinger Capital Stock                            4.4
Harbinger Common Stock                             2.1(a)
HarbingerSub                                       Page 1
Harbinger Termination Fee                          8.4(b)
Harbinger Topping Fee                              8.4(b)
HSR Act                                            3.3
Incremental Value                                  8.4(b)
Indemnified Parties                                5.15(b)
Interim Statement                                  5.18
IRS                                                3.13(f)
KPMG Peat Marwick                                  4.7
Leased Employees                                   3.13(n)
Merger                                             Page 1
Merger Transaction Value                           8.4(b)
Nasdaq Additional Shares Notification              5.6
NLRB                                               3.14
Non-Qualified Options                              2.3(a)
Old Options                                        2.3(a)
PBGC                                               3.13(f)
Pension Benefit Plan                               3.13(n)
Premises                                           3.17
Proxy Agreement                                    Page 1
Proxy Statement                                    3.21
Premenos Intellectual Property                     3.18
Premenos ERISA Affiliate                           3.13(b)
Premenos Disclosure Letter                         Page 8
Premenos Common Stock                              2.1(a)
Premenos Financial Statements                      3.7
Premenos Licensed Intellectual Property            3.18
Premenos Proprietary Intellectual Property         3.18
Premenos Executives                                9.8
Premenos Hardware                                  3.19(a)
Premenos License Agreements                        3.19(b)
Premenos Licensed Software                         3.19(a)

<PAGE>

Premenos Material Contracts                        3.11
Premenos Preferred Stock                           3.4
Premenos Proprietary Software                      3.19(a)
Premenos SEC Reports                               3.6
Premenos Software                                  3.19(a)
Premenos Stockholders                              2.2
Premenos Subsidiaries                              3.5
Premenos Benefit Plan                              3.13(a)
Premenos Stockholders Meeting                      5.5(c)
Premenos Termination Fee                           8.4(c)
Premenos                                           Page 1
Registration Statement                             3.21
Reportable Event                                   3.13(o)
Scheduled Leases                                   3.16(b)
SEC                                                2.3(e)
Securities Act                                     3.3
SO Plan                                            2.3(a)
Superior Proposal                                  5.8(a)
Surviving Corporation                              1.1
The Best knowledge of Premenos                     9.8
The Best knowledge of Harbinger                    9.8

<PAGE>

EXHIBITS

Exhibit                                             Number

Certificate of Merger-Delaware                       1.1

Proxy Agreement                                      1.2

Form of King & Spalding Tax Opinion                  6.1(d)

Form of Bryan Cave LLP Opinion                       6.2(c)

Form of King & Spalding Opinion                      6.3(c)

Form of Registration Rights Agreement                6.3(g)

<PAGE>

                        MERGER AGREEMENT


     THIS MERGER AGREEMENT, dated as of October 23, 1997 (the
"Agreement"), by and among HARBINGER CORPORATION, a Georgia
corporation ("Harbinger"), OLYMPIC SUBSIDIARY CORPORATION, a
Delaware corporation and a wholly owned subsidiary of Harbinger
("HarbingerSub"), and PREMENOS TECHNOLOGY CORP., a Delaware
corporation ("Premenos").

WHEREAS, the Board of Directors of Harbinger, HarbingerSub and
Premenos deem it advisable and in the best interests of each
corporation and its respective shareholders or stockholders, as 
applicable, that Harbinger and Premenos combine in order to 
advance the long-term business strategies, goals and interests of 
Harbinger and Premenos;

WHEREAS, the Board of Directors of Harbinger, HarbingerSub and 
Premenos each have approved this Agreement and the merger (the 
"Merger"), pursuant to this Agreement and the certificate of 
merger in the form attached hereto as Exhibit 1.1 (the 
"Certificate of Merger") of HarbingerSub with and into Premenos 
on the terms and conditions contained in this Agreement and in 
accordance with the Delaware General Corporation law (the 
"DGCL");

WHEREAS, Harbinger, as the sole stockholder of HarbingerSub, has 
approved this Agreement, the Merger and the transactions 
contemplated by this Agreement pursuant to action taken by 
unanimous written consent in accordance with the requirements of 
the DGCL and the Certificate of Incorporation and Bylaws of 
HarbingerSub;

WHEREAS, concurrently with the execution and delivery of this 
Agreement and as a condition and inducement to Harbinger's 
willingness to enter into this Agreement, David Hildes and Lew 
Jenkins have each duly executed and delivered to Harbinger an 
irrevocable proxy agreement in the form attached hereto as 
Exhibit 1.2 (the "Proxy Agreements");

WHEREAS, the parties to this Agreement intend that the Merger 
qualify as a "reorganization" within the meaning of Section 368 
of the Internal Revenue Code of 1986, as amended (the "Code"); 
and 

WHEREAS, the parties to this Agreement intend that the Merger be 
accounted for as a pooling of interests pursuant to APB Opinion 
No. 16 and related pronouncements thereunder.

NOW, THEREFORE, in consideration of the mutual covenants and 
agreements set forth in this Agreement, the parties agree as 
follows:

<PAGE>


                           ARTICLE 1.

                           THE MERGER


     Section 1.1.  Surviving Corporation.  Subject to the 
provisions of this Agreement and the DGCL, at the Effective Time, 
HarbingerSub shall be merged with and into Premenos, and the 
separate corporate existence of HarbingerSub shall cease. 
Premenos shall be the surviving corporation in the Merger 
(sometimes called the "Surviving Corporation") and shall continue 
its corporate existence under the laws of the State of Delaware. 
The Merger shall have the effects set forth in  Section 259 of 
the DGCL.

     Section 1.2.  Certificate of Incorporation.  The Certificate 
of Incorporation of Premenos shall be the Certificate of 
Incorporation of the Surviving Corporation until amended after 
the Effective Time.

     Section 1.3.  Bylaws.  The Bylaws of Premenos shall be the 
Bylaws of the Surviving Corporation until amended after the 
Effective Time.

     Section 1.4.  Directors.  The directors of the Surviving 
Corporation shall consist of the directors of HarbingerSub 
immediately prior to the Effective Time, such directors to hold 
office from the Effective Time until their respective successors 
are duly elected and qualify.

     Section 1.5.  Officers.  The officers of the Surviving 
Corporation shall consist of the officers of HarbingerSub
immediately prior to the Effective Time, such officers to hold 
office from the Effective Time until their respective successors 
are duly elected and qualify.

     Section 1.6.  Effective Time.  If all of the conditions set 
forth in Article 6 have been fulfilled or waived in accordance 
with the terms of this Agreement and this Agreement has not been 
terminated in accordance with Article 8, the parties shall cause 
the Certificate of Merger to be properly executed and filed on 
the Closing Date with the Secretary of State of the State of 
Delaware.  The Merger shall become effective as of the time of 
filing of a properly executed Certificate of Merger.  The date 
and time when the Merger becomes effective is referred to as the 
Effective Time.

     Section 1.7.  Tax-Free Reorganization.  The Merger is 
intended to be a reorganization within the meaning of Section 368 
of the Code, and this Agreement is intended to be a "plan of 
reorganization" within the meaning of the regulations promulgated 
under Section 368 of the Code.

                            Page 2
<PAGE>

     Section 1.8.  Pooling of Interests.  The Merger is intended 
to be accounted for as a pooling of interests within the meaning 
of APB Opinion No. 16 and related pronouncements thereunder.

                            Page 3
<PAGE>

                           ARTICLE 2.

            CONVERSION OF SHARES; TREATMENT OF OPTIONS
                          AND DERIVATIVES


     Section 2.1.  Premenos Common.  As of the Effective Time, by 
virtue of the Merger and without any action on the part of any 
Premenos Stockholder:

     (a)  Subject to Section 2.2, each share of common stock, par
     value $.01 per share, of Premenos ("Premenos Common Stock")
     issued and outstanding immediately prior to the Effective 
     Time (except for treasury shares and any shares held by
     Harbinger or a direct or indirect subsidiary of Harbinger)
     shall be converted, without any further action, into the
     right to receive such fraction of a share of Common Stock,
     par value $.0001 per share, of Harbinger ("Harbinger Common
     Stock") as is equal to the Conversion Ratio.

     (b)  Each share of Premenos Common Stock issued immediately 
     prior to the Effective Time that is then held in Premenos's 
     treasury shall be canceled and retired and all rights in 
     respect of such stock shall cease to exist, without any 
     conversion thereof or payment of any consideration therefor.

     (c)  Each share of common stock, par value $.0001 per share,
     of HarbingerSub that is issued and outstanding immediately 
     prior to the Effective Time shall be converted into one 
     share of common stock, par value $.0001 per share, of the 
     Surviving Corporation.

     Section 2.2.  Fractional Shares.  No scrip or fractional 
shares of Harbinger Common Stock shall be issued in the Merger.  
All fractional shares of Harbinger Common Stock to which a holder 
of Premenos Common Stock (each a "Premenos Stockholder") 
immediately prior to the Effective Time would otherwise be 
entitled at the Effective Time shall be aggregated.  If a 
fractional share results from such aggregation, a Premenos 
Stockholder shall be entitled, after the later of (a) the 
Effective Time or (b) the surrender of such Premenos 
Stockholder's Certificate(s) that represent such shares of 
Premenos Common Stock, to receive from Harbinger an amount in 
cash in lieu of such fractional share, based on the Average 
Closing Price.  For purposes of this Agreement, the "Average 
Closing Price" shall be the arithmetic average of the closing 
price per share of Harbinger Common Stock, as reported on the 
Nasdaq National Market, for each of the ten consecutive trading 
days ending on the fifth trading day immediately prior to the
date of the Premenos Stockholders Meeting.

                            Page 4
<PAGE>

     Section 2.3.  Treatment of Premenos Employee Stock Options 
and Derivative Securities.

     (a)  At the Effective Time, Harbinger shall assume all of
Premenos's rights and obligations with respect to the outstanding 
stock options held by certain employees and non-employee 
directors of Premenos pursuant to Premenos's 1995 Incentive 
Program, as amended (the "SO Plan"), as set forth in the Premenos 
Disclosure Letter, which are outstanding and unexercised at the 
Effective Time (the "Old Options"), whether or not the Old 
Options are then exercisable.  Promptly following such 
assumption, Harbinger shall substitute for the Old Options 
options to be granted under the Harbinger 1996 Stock Option Plan 
(the "Harbinger Options"), which Harbinger Options will contain 
vesting terms and conditions matching those contained in the Old 
Options.  Harbinger agrees to issue incentive stock options under 
the Harbinger 1996 Stock Option Plan in substitution for each Old 
option that qualified as an incentive stock option prior to the 
Effective Time and to issue non-qualified stock options under the 
Harbinger 1996 Stock Option Plan in substitution for each Old 
Option that constituted a non-qualified stock option prior to the 
Effective Time.  Each Harbinger Option shall thereafter evidence 
the right to purchase the number of shares of Harbinger Common 
Stock equal to the product (rounded up or down as appropriate to 
a whole share) of (i) the number of shares of Premenos Common 
Stock covered by such Old Option immediately prior to the 
Effective Time, multiplied by (ii) the Conversion Ratio.  The 
exercise price of such Harbinger Options for each share of 
Harbinger Common Stock subject to such options shall be equal to 
the quotient (rounded up or down as appropriate to a whole cent) 
obtained by dividing (i) the per-share exercise price for shares 
of Premenos Common Stock subject to such Old Option immediately 
prior to the Effective Time, by (ii) the Conversion Ratio.  It is 
intended that the assumption and substitution of the Harbinger 
Options for the Old Options, as set forth herein, shall (i) not 
give to any holder thereof any benefits in addition to those 
which any such holder had prior to such assumption and 
substitution so that the assumption and substitution by Harbinger 
of the Old Options will comply with the requirements of Section 
424(a) of the Code and (ii) be undertaken in a manner that will 
not constitute a "Modification" as defined in Section 424(b) of 
the Code as to any Old Option which is an incentive stock option.

     (b)  At the Effective Time, Harbinger shall assume all of 
Premenos's rights and obligations with respect to certain 
outstanding warrants and other rights to acquire Premenos Common 
Stock as set forth in the Premenos Disclosure Letter (which 
description in the Premenos Disclosure Letter shall include the 
number of shares of Premenos Common Stock obtainable upon 
exercise and the strike price of each such warrant or right) 
which are outstanding and unexercised at the Effective Time (the 
"Premenos Derivative Securities"), whether or not the Premenos 
Derivative Securities are then exercisable.  Immediately 
following such assumption and in accordance with the terms and 
conditions of the Premenos Derivative Securities, each such 
Premenos Derivative Security shall thereafter evidence the right 
to purchase: (i) the number of shares of Harbinger Common Stock 
equal to the product (rounded up or down as appropriate to the 
next whole share) of (W) the number of shares of Premenos Common 
Stock covered by 

                            Page 5
<PAGE>

such Premenos Derivative Security immediately 
prior to the Effective Time multiplied by (X) the Conversion 
Ratio; and (ii) the exercise price of such assumed Premenos 
Derivative Security shall thereafter be equal to the quotient 
obtained by dividing (Y) the per share exercise price for shares 
of Premenos Common Stock subject to such Premenos Derivative 
Security immediately prior to the Effective Time, by (Z) the 
Conversion Ratio.  From and after the Effective Time, the number 
of shares of Harbinger Common Stock subject to such Premenos 
Derivative Securities and the exercise price for such shares 
shall be subject to further adjustment in accordance with the 
provisions of such Premenos Derivative Securities.

     (c)  As soon as practicable after the Effective Time, 
Harbinger shall deliver to each holder of an Old Option an 
appropriate written notice and option agreement setting forth 
Harbinger's assumption of the Old Option and substitution of the 
Harbinger Option in accordance with the terms of this 
Section 2.3.  The form of such notice and option agreement shall 
be delivered to Premenos prior to the Effective Time and shall be 
subject to its reasonable approval.  Premenos shall not grant any 
options under the SO Plan or otherwise after the date of this 
Agreement.

     (d)  As soon as practicable after the Effective Time, 
Harbinger shall deliver to each holder of a Premenos Derivative 
Security such additional documentation as may be required 
pursuant to the express terms of such Premenos Derivative 
Security to properly evidence Harbinger's assumption of 
Premenos's rights and obligations thereunder.

     (e)  Harbinger agrees to cause the shares of Harbinger 
Common Stock issuable upon exercise of the Harbinger Options to 
be registered with the Securities and Exchange Commission (the 
"SEC") on a Form S-8 Registration Statement as promptly following 
the Effective Time as is reasonably practicable. 

     (f)  Approval by the Premenos Stockholders of this Agreement 
shall constitute authorization and approval of any and all of the 
actions described in this Section 2.3.

     (g)  The offering period under Premenos's 1995 Employee 
Stock Purchase Plan (the "Stock Plan") which ends December 31, 
1997, shall be the final offering period under the Stock Plan, 
and the Board of Directors of Premenos shall terminate the Stock 
Plan as of the earlier to occur of the Effective Time or December 
31, 1997, in accordance with its terms.  Employees of Premenos 
who participate in the final offering period of the Stock Plan 
shall have shares of Premenos purchased on their behalf prior to 
the termination of the Stock Plan in accordance with its terms.

                            Page 6
<PAGE>

     Section 2.4.   Exchange Agent

     (a)  Harbinger shall authorize First Union National Bank of 
North Carolina to serve as exchange agent hereunder (the 
"Exchange Agent").  Promptly after the Effective Time, Harbinger 
shall deposit or shall cause to be deposited in trust with the 
Exchange Agent certificates representing the number of whole 
shares of Harbinger Common Stock to which the holders of Premenos 
Common Stock (other than treasury shares and other than Harbinger 
or a direct or indirect subsidiary of Harbinger) are entitled 
pursuant to Section 2.1, together with cash sufficient to pay for 
fractional shares then known to Harbinger pursuant to Section 2.2 
(such cash amounts and certificates being hereinafter referred to 
as the "Exchange Fund").  The Exchange Agent shall, pursuant to 
irrevocable instructions received from Harbinger, deliver the 
number of shares and pay the amounts of cash provided for in 
Sections 2.1 and 2.2 out of the Exchange Fund.  Additional 
amounts of cash, if any, needed from time to time by the Exchange 
Agent to make payments for fractional shares shall be provided by 
Harbinger and shall become part of the Exchange Fund.

     (b)  As soon as is reasonably practicable after the 
Effective Time, the Exchange Agent shall make available to each 
record holder (other than treasury shares and other than 
Harbinger or a direct or indirect subsidiary of Harbinger) who, 
as of the Effective Time, was a holder of an outstanding 
certificate or certificates which immediately prior to the 
Effective Time represented shares of Premenos Common Stock (the 
"Certificate" or "Certificates"), a form of letter of transmittal 
and instructions for use in effecting the surrender of the 
Certificates for payment therefor and conversion thereof.  
Delivery shall be effected, and risk of loss and title to the 
Certificates shall pass, only upon proper delivery of the 
Certificates to the Exchange Agent and the form of letter of 
transmittal shall so reflect.  Upon surrender to the Exchange 
Agent of a Certificate, together with such letter of transmittal 
duly executed, the holder of such Certificate shall be entitled 
to receive in exchange therefor (i) one or more certificates as 
requested by the holder (properly issued, executed and 
countersigned, as appropriate) representing that number of whole 
shares of Harbinger Common Stock to which such holder of Premenos 
Common Stock shall have become entitled pursuant to the 
provisions of Section 2.1, and (ii) as to any fractional share, a 
check representing the cash consideration to which such holder 
shall have become entitled pursuant to Section 2.l, and the 
Certificate so surrendered shall forthwith be canceled.  No 
interest will be paid or accrued on the cash payable upon the 
surrender of the Certificates.  If any portion of the 
consideration to be received pursuant to Sections 2.1 and 2.2 
upon exchange of a Certificate (whether a certificate 
representing shares of Harbinger Common Stock or a check 
representing cash for a fractional share) is to be issued or paid 
to a person other than the person in whose name the Certificate 
surrendered in exchange therefor is registered, it shall be a 
condition of such issuance and payment that the Certificate so 
surrendered shall be properly endorsed or otherwise in proper 
form for transfer and that the person requesting such exchange 
shall pay in advance any transfer or other taxes required by 
reason of the issuance of a certificate representing shares of 
Harbinger Common Stock or a check representing cash for a 
fractional share to such other person, or establish to the 
satisfaction of the Exchange Agent that such tax 

                            Page 7
<PAGE>

has been paid or that no such tax is applicable.  From the 
Effective Time until surrender in accordance with the provisions 
of this Section 2.4, each Certificate shall represent for all 
purposes only the right to receive the consideration provided in 
Sections 2.1 and 2.2.  All payments in respect of shares of 
Premenos Common Stock that are made in accordance with the terms 
hereof shall be deemed to have been made in full satisfaction of 
all rights pertaining to such securities.

     (c)  In the case of any lost, mislaid, stolen or destroyed 
Certificate, the holder may be required, as a condition precedent 
to delivery to such holder of the consideration described in 
Sections 2.1 and 2.2, to deliver to Harbinger a bond in such 
reasonable sum or a reasonably satisfactory indemnity agreement 
as Harbinger may direct as indemnity against any claim that may 
be made against Harbinger or the Surviving Corporation with 
respect to the Certificate alleged to have been lost, mislaid, 
stolen or destroyed.

     (d)  After the Effective Time, there shall be no transfers 
on the stock transfer books of the Surviving Corporation of the 
shares of Premenos Common Stock that were outstanding immediately 
prior to the Effective Time.  If, after the Effective Time, 
Certificates are presented to the Surviving Corporation for 
transfer, they shall be canceled and exchanged for the 
consideration described in Sections 2.1 and 2.2.

     (e)  Any shares of Harbinger Common Stock or cash due former 
Premenos Stockholders pursuant to Sections 2.1 and 2.2 that 
remains unclaimed by such former Premenos Stockholder for six 
months after the Effective Time shall be held by Harbinger; and 
any former Premenos Stockholder who has not prior to those dates 
complied with Section 2.4(b) can thereafter look only to 
Harbinger for issuance of the number of shares of Harbinger 
Common Stock and other consideration to which such holder has 
become entitled pursuant to the provisions of Sections 2.1 and 
2.2; except that neither Harbinger nor any other party to this 
Agreement shall be liable to a former Premenos Stockholder for 
any amount required to be paid to a public official pursuant to 
any applicable abandoned property, escheat or similar law.

     Section 2.5.  Conversion Ratio and Adjustment Event.

     (a)  The "Conversion Ratio" shall be equal to .45.

     (b)  In the event of any change in Harbinger Common Stock or 
Premenos Common Stock between the date of this Agreement and the 
Effective Time by reason of any stock dividend, subdivision, 
reclassification, recapitalization, combination, exchange of 
shares or the like (an "Adjustment Event"), the Conversion Ratio 
shall be appropriately adjusted so each holder of Premenos Common 
Stock will receive in the Merger the amount of Harbinger Common 
Stock such holder would have been entitled to receive if the 
Effective Time had been immediately prior to such Adjustment 
Event.

                            Page 8
<PAGE>

                           ARTICLE 30

          REPRESENTATIONS AND WARRANTIES OF PREMENOS

     With such exceptions as are set forth in a letter (the 
"Premenos Disclosure Letter") delivered by Premenos to Harbinger 
prior to the date of this Agreement, Premenos represents and 
warrants to Harbinger as follows:

     Section  3.1.   Premenos and each of its subsidiaries are 
each a corporation duly organized, validly existing and in good 
standing under the laws of the State of Delaware and have all 
requisite corporate power and authority to own, lease and operate 
their respective properties and to carry on their respective 
businesses as now being conducted.  Premenos and its subsidiaries 
are each qualified to transact business, and are in good 
standing, as a foreign corporation in each jurisdiction where the 
character of their activities requires such qualification, except 
where the failure to so qualify would not have a material adverse 
effect on the assets, liabilities, results of operations, 
financial condition, business or prospects of Premenos.  Premenos 
has made available to Harbinger accurate and complete copies of 
the Certificate of Incorporation and Bylaws, as currently in 
effect, of Premenos, the minute books and stock records of 
Premenos and the same documents of each subsidiary.  The Premenos 
Disclosure Letter contains a true and correct list of the 
jurisdictions in which Premenos or its subsidiaries is qualified 
to do business as a foreign corporation.

     Section 3.2.   Authorization.  Premenos has full corporate 
power and authority to execute and deliver this Agreement and to 
perform its obligations under this Agreement and to consummate 
the Merger and the other transactions contemplated by this 
Agreement.  The execution and delivery of this Agreement by 
Premenos and the performance by Premenos of its obligations under 
this Agreement and the consummation of the Merger and the other 
transactions provided for by this Agreement have been duly and 
validly authorized by all necessary corporate action on the part 
of Premenos.  The Board of Directors of Premenos has approved the 
execution, delivery and performance of this Agreement and the 
consummation of the Merger and the other transactions 
contemplated by this Agreement.  This Agreement has been duly 
executed and delivered by Premenos and constitutes the legal, 
valid and binding agreement of Premenos, enforceable against it 
in accordance with its terms, subject to applicable bankruptcy, 
insolvency and other similar laws affecting the enforceability of 
creditors' rights generally, general equitable principles and the 
discretion of courts in granting equitable remedies.

     Section 3.3.  Absence of Restrictions and Conflicts.  The 
execution, delivery and performance of this Agreement, the 
consummation of the Merger and the other transactions 
contemplated by this Agreement and the fulfillment of and 
compliance with the terms and conditions of this Agreement do not 
and will not, with the passing of time or the giving of notice or 
both, violate or conflict with, constitute a breach of or default 
under, result in the loss of any

                            Page 9
<PAGE>

material benefit under, or permit the acceleration of any 
obligation under, (i) any term or provision of the Certificate of 
Incorporation or Bylaws of Premenos, (ii) any Premenos Material 
Contract, (iii) any judgment, decree or order of any court or 
governmental authority or agency to which Premenos or any of its 
subsidiaries is a party or by which Premenos or its subsidiaries 
or any of their respective properties is bound, or (iv) any 
statute, law, regulation or rule applicable to Premenos or its 
subsidiaries, so as to have in the case of subsections (ii) 
through (iv) above, a material adverse effect on the assets, 
liabilities, results of operations or financial condition, of 
Premenos.  Except for compliance with the applicable requirements 
of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as 
amended (the "HSR Act"), the Securities Act of 1933, as amended 
(the "Securities Act"), the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), applicable state securities laws 
and the filing and recordation of the Certificate of Merger as 
required by the DGCL, no consent, approval, order or 
authorization of, or registration, declaration or filing with, 
any governmental agency or public or regulatory unit, agency, 
body or authority with respect to Premenos or its subsidiaries is 
required in connection with the execution, delivery or 
performance of this Agreement by Premenos or the consummation of 
the transactions contemplated by this Agreement by Premenos, the 
failure to obtain which would have a material adverse effect upon 
the assets, liabilities, results of operations or financial 
condition of Premenos.

     Section 3.4.  Capitalization.  The authorized capital stock 
of Premenos consists of 25,000,000 shares of common stock, $.01 
par value per share and 1,000,000 shares of preferred stock, $.01 
par value per share (the "Premenos Preferred Stock").  As of 
October 23, 1997, there were 11,784,615 shares of Premenos Common 
Stock issued and outstanding, 1,838,079 shares of Premenos Common 
Stock reserved for issuance upon exercise of outstanding stock 
options, 472,101 shares of Premenos Common Stock reserved for 
issuance under the Premenos Employee Stock Purchase Plan and no 
shares of Premenos Preferred Stock issued and outstanding.  Each 
share of Premenos Common Stock outstanding as of the date of this 
Agreement is duly authorized, validly issued, fully paid and 
nonassessable and free of pre-emptive rights.  Except as set 
forth in this Section 3.4, there are no shares of Premenos Common 
Stock outstanding, and there are no subscriptions, options, 
convertible securities, calls, puts, rights, warrants or other 
agreements, claims or commitments of any nature whatsoever 
obligating Premenos or any of its Subsidiaries to purchase, 
redeem, issue, transfer, deliver or sell, or cause to be 
purchased, redeemed, issued, transferred, delivered or sold, 
additional shares of the capital stock or other securities of 
Premenos or obligating Premenos to grant, extend or enter into 
any such agreement or commitment. 

     Section 3.5.  Capital Stock of Premenos Subsidiaries.  The 
Premenos Disclosure Letter sets forth a true and complete list of 
all corporations, partnerships and other entities in which 
Premenos owns an equity interest (such corporations, partnerships 
and other entities being hereinafter referred to as the "Premenos 
Subsidiaries"), the jurisdiction in which each Premenos 
Subsidiary is incorporated or organized, and all shares of 
capital stock or other ownership interests authorized, issued and 
outstanding of each Premenos Subsidiary.  The outstanding

                            Page 10
<PAGE>

shares of capital stock or other equity interests of each 
Premenos Subsidiary have been duly authorized and are validly 
issued, fully paid and nonassessable.  All shares of capital 
stock or other equity interests of each Premenos Subsidiary owned 
by Premenos or any of its subsidiaries are set forth in the 
Premenos Disclosure Letter and are owned by Premenos, either 
directly or indirectly, free and clear of all liens, 
encumbrances, equities or claims (except for applicable 
restrictions under the securities laws).


     Section 3.6.  SEC Reports.  Premenos has made available to 
Harbinger (i) Premenos's Annual Report on Form 10-K for the year 
ended December 31, 1996, including all exhibits and items 
incorporated by reference, (ii) Premenos's Quarterly Reports on 
Form 10-Q for the quarters ended March 31 and June 30, 1997, 
including all exhibits and items incorporated by reference, (iii) 
the proxy statement relating to Premenos's Annual Meeting of 
Stockholders on May 29, 1997 and (iv) all Current Reports on Form 
8-K filed by Premenos with the SEC since January 1, 1997, 
including all exhibits and items incorporated by reference (items 
(i) through (iv) in this sentence being referred to collectively 
as the "Premenos SEC Reports").  As of their respective dates, 
the Premenos SEC Reports did not contain any untrue statement of 
a material fact or omit to state any material fact required to be 
stated therein or necessary to make the statements therein, in 
light of the circumstances under which they were made, not 
misleading.  Since December 31, 1995, Premenos has filed all 
forms, reports and documents with the SEC required to be filed by 
it pursuant to the Securities Act and the Exchange Act and the 
rules and regulations promulgated under such acts, each of which 
complied as to form, at the time such form, document or report 
was filed, in all material respects with the applicable 
requirements of the Securities Act and the Exchange Act and the 
applicable rules and regulations promulgated under such acts.  

     Section 3.7.  Financial.  Premenos has made available to 
Harbinger: (i) the audited balance sheets of Premenos as of 
December 31, 1995 and 1996, and the related audited statements of 
income, changes in stockholders' equity and cash flows for the 
respective fiscal years then ended, including the notes to such 
financial statements, examined by and accompanied by the report 
of Coopers & Lybrand LLP ("Coopers & Lybrand"), independent 
public accountants; and (ii) the unaudited balance sheet of 
Premenos as of September 30, 1997 (the "1997 Balance Sheet") and 
the unaudited statements of income and cash flows for the 9-month 
period then ended and unaudited statement of changes in 
stockholders' equity for the 6-month period ended June 30, 1997. 
 All of the foregoing financial statements are collectively 
referred to as the "Premenos Financial Statements."  The Premenos 
Financial Statements have been prepared from, and are in 
accordance with, the books and records of Premenos and its 
consolidated subsidiaries and, as applicable, present fairly the 
consolidated financial position, consolidated results of 
operations, changes in stockholders' equity and consolidated cash 
flows of Premenos and its subsidiaries as of the date and for the 
periods indicated in conformity with generally accepted 
accounting principles, consistently applied.  The Premenos 
Disclosure Letter sets forth a true and complete list of all loss 
contingencies (within the meaning of Statement of

                            Page 11
<PAGE>

Financial Accounting Standards No. 5) of Premenos recorded during 
the period covered by the Premenos Financial Statements and 
exceeding $25,000 in the case of any single loss contingency or 
$50,000 in the case of all loss contingencies.

     Section 3.8.  Absence of Certain Changes.

     (a)  Since December 31, 1996 and except for items 
specifically disclosed in the Premenos SEC Reports filed 
subsequent to December 31, 1996, there has not been (i) any 
material adverse change in the assets, liabilities, results of 
operations, financial condition, business or prospects of 
Premenos, (ii) any damage, destruction, loss or casualty to 
property or assets of Premenos, whether or not covered by 
insurance, which property or assets are material to the 
operations or business of Premenos, (iii) any declaration, 
setting aside or payment of any dividend or distribution (whether 
in cash, stock or property) in respect of the capital stock of 
Premenos, any redemption or other acquisition by Premenos of any 
of the capital stock of Premenos or any split, combination or 
reclassification of shares of capital stock declared or made by 
Premenos or (iv) any agreement to do any of the foregoing.

     (b)  Since December 31, 1996 and except for items 
specifically disclosed in the Premenos SEC Reports filed 
subsequent to December 31, 1996, there have not been (i) any 
extraordinary losses suffered, (ii) any material assets 
mortgaged, pledged or made subject to any lien, charge or other 
encumbrance, (iii) any material liability or obligation 
(absolute, accrued or contingent) incurred or any material bad 
debt, contingency or other reserve increase suffered, except, in 
each such case, in the ordinary course of business and consistent 
with past practice, (iv) any claims, liabilities or obligations 
(absolute, accrued or contingent) paid, discharged or satisfied, 
other than the payment, discharge or satisfaction, in the 
ordinary course of business and consistent with past practice, of 
claims, liabilities and obligations reflected or reserved against 
in the Premenos Financial Statements or incurred in the ordinary 
course of business and consistent with past practice, (v) any 
material guaranteed checks, notes or accounts receivable written 
off as uncollectible, except write-offs in the ordinary course of 
business and consistent with past practice, (vi) any write down 
(under Statement of Financial Accounting Standards No. 121 or 
otherwise) of the value of any material asset or investment on 
Premenos's books or records, except for depreciation and 
amortization taken in the ordinary course of business and 
consistent with past practice, (vii) any cancellation of any 
material debts or waiver of any material claims or rights of 
substantial value, or sale, transfer or other disposition of  any 
material properties or assets (real, personal or mixed, tangible 
or intangible) of substantial value, except, in each such case, 
in transactions in the ordinary course of business and consistent 
with past practice and which in any event do not exceed $50,000 
in the aggregate, (viii) any single capital expenditure or 
commitment in excess of $50,000 for additions to property or 
equipment, or aggregate capital expenditures and commitments in 
excess of $250,000 (on a consolidated basis) for additions to 
property or equipment or for capitalized research and 
development, (ix) any transactions entered into other than in the 
ordinary course of business, (x) any agreements to do any of the 
foregoing, or (xi) any other events, developments or conditions 
of any character that have had or are 

                            Page 12
<PAGE>

reasonably likely to have a material adverse effect on the 
assets, liabilities, results of operations, financial condition, 
business or prospects of Premenos.

     Section 3.9.  Legal.  There are no suits, actions, claims, 
proceedings or investigations pending, or, to the best knowledge 
of Premenos, threatened against, relating to or involving 
Premenos or any of its subsidiaries (or any of their officers or 
directors) before any court, arbitrator or administrative or 
governmental body, which, if finally determined adversely, are 
reasonably likely, individually or in the aggregate, to have a 
material adverse effect on the assets, liabilities, results of 
operations or financial condition of Premenos.  All pending 
suits, actions, claims, proceedings or investigations relating to 
or involving Premenos or its subsidiaries (or any of their 
officers or directors) before any court, arbitrator or 
administrative or governmental body are adequately provided for 
in the 1997 Balance Sheet if and to the extent such a provision 
is required by generally accepted accounting principles.  Neither 
Premenos nor any of its subsidiaries is subject to any judgment, 
decree, injunction, rule or order of any court, and, to the best 
knowledge of  Premenos, neither Premenos nor any of its 
subsidiaries is subject to any governmental restriction 
applicable to Premenos, which is reasonably likely (i) to have a 
material adverse effect on the assets, liabilities, results of 
operations or financial condition of Premenos or any of its 
subsidiaries or (ii) to cause a material limitation on 
Harbinger's ability to operate the business of Premenos or any of 
its subsidiaries after the Closing.

     Section 3.10.  Compliance with Law.  Premenos and each of 
its subsidiaries have all material authorizations, approvals, 
licenses and orders of and from all governmental and regulatory
offices and bodies necessary to carry on their businesses as 
they are currently being conducted, to own or hold under lease 
the properties and assets they own or hold under lease and to 
perform all of their obligations under the agreements to which 
they are a party, and each has been and is in compliance with all 
applicable laws, regulations and administrative orders of any 
country, state or municipality or of any subdivision of any 
thereof to which its business and its employment of labor or its 
use or occupancy of properties or any part thereof are subject, 
the failure to obtain or the violation of which would have a 
material adverse effect upon the assets, liabilities, results of 
operations or financial condition of Premenos.

     Section 3.11.  Material Contracts.  The Premenos Disclosure 
Letter contains a correct and complete list of the following (the 
"Premenos Material Contracts"):

     (a)  all bonds, debentures, notes, loans, mortgages, 
indentures or guarantees to which Premenos or its subsidiaries is 
a party or by which any of its properties or assets (real, 
personal or mixed, tangible or intangible) is bound;

     (b)  all leases to which Premenos or its subsidiaries is a 
party or by which any of its properties or assets (real, personal 
or mixed, tangible or intangible) is bound involving an annual 
rental payment in excess of $25,000 individually;

                            Page 13
<PAGE>

     (c)  all credit or loan commitments to Premenos or its 
subsidiaries which are outstanding, together with a brief 
description of such commitments and the name of each financial 
institution granting the same;

     (d)  all contracts or agreements which limit or restrict 
Premenos, its subsidiaries or any of the Premenos Executives from 
engaging in any business in any jurisdiction and all contracts or 
agreements that limit or restrict others from competing with 
Premenos or its subsidiaries in any jurisdiction;

     (e)  all contracts or agreements requiring Premenos or its 
subsidiaries to register its capital stock or securities under 
federal or state securities law; and

     (f)  all existing contracts and commitments (other than 
those described in subparagraphs (a), (b), (c), (d) or (e) of 
this Section 3.11 and the Premenos Benefit Plans) to which 
Premenos or any of its subsidiaries is a party or by which its 
properties or assets may be bound involving an annual commitment 
or annual payment by any party to such contract or commitment of 
more than $50,000 individually.

     True and complete copies of all Premenos Material Contracts, 
including all amendments, have been made available to Harbinger. 
 The Premenos Material Contracts are valid and enforceable in 
accordance with their respective terms with respect to Premenos 
and valid and, to the best knowledge of Premenos, enforceable in 
accordance with their respective terms with respect to any other 
party to a Premenos Material Contract, in each case to the extent 
material to the business and operations of Premenos and subject 
to applicable bankruptcy, insolvency and other similar laws 
affecting the enforceability of creditors' rights generally, 
general equitable principles and the discretion of courts in 
granting equitable remedies.  To the best knowledge of Premenos 
and except for events or occurrences, the consequences of which, 
individually or in the aggregate, would not have a material  
adverse effect on the assets, liabilities, results of operations 
or financial condition of Premenos, there is not under any of the 
Premenos Material Contracts any existing breach, default or event 
of default by Premenos or its subsidiaries or event that with 
notice or lapse of time or both would constitute a breach, 
default or event of default by Premenos or its subsidiaries, nor 
has Premenos received notice of, or made a claim with respect to, 
any breach or default by any other party to a Premenos Material 
Contract.

     Section 3.12.  Tax Returns; Taxes.  Premenos and each of its 
subsidiaries have duly filed all federal, state, local and 
foreign tax returns required to be filed by them and have duly 
paid or made adequate provision for the payment of all taxes 
which are due and payable pursuant to such returns or pursuant to 
any assessment with  respect to taxes in such jurisdictions, 
whether or not in connection with such returns.  The liability 
for taxes reflected in the 1997 Balance Sheet is sufficient for 
the payment of all unpaid taxes, whether or not disputed, that 
are accrued or applicable for the period ended September 30, 1997 
and for all years and periods ended prior to that date.  All 
deficiencies asserted as a result of any examinations by the 
Internal Revenue

                            Page 14
<PAGE>

Service or any other taxing authority have been 
paid, fully settled or adequately provided for in the 1997 
Balance Sheet.  There are no pending claims asserted for taxes of 
Premenos or its subsidiaries or outstanding agreements or waivers 
extending the statutory period of limitation applicable to any 
tax return of Premenos or its subsidiaries for any period.  Each 
of Premenos and its subsidiaries has made all estimated income 
tax deposits and all other required tax payments or deposits and 
has complied for all prior periods in all material respects with 
the tax withholding provisions of all applicable federal, state, 
local, foreign and other laws.  Premenos has made available to 
Harbinger true, complete and correct copies of its federal income 
tax returns for the last three taxable years and made available 
all other tax returns requested by Harbinger.

     Section 3.13.  Employee Benefit Plans.

     (a)  Definition of Benefit Plans.  For purposes of this 
Section 3.13, the term "Premenos Benefit Plan" means any plan, 
program, arrangement, fund, policy, practice or contract which, 
through which or under which Premenos or any Premenos ERISA 
Affiliate provides or has an obligation to provide benefits or 
compensation to or on behalf of employees or former employees of 
Premenos or any Premenos ERISA Affiliate, whether formal or 
informal, whether or not written, including but not limited to 
the following:

        (i)  Arrangements - any bonus, incentive compensation, 
     stock option, deferred compensation, commission, severance 
     pay, golden parachute or other compensation plan or rabbi 
     trust;

       (ii)  ERISA Plans - any "employee benefit plan" (as
     defined in Section 3(3) of the Employee Retirement Income 
     Security Act of 1974, as amended ("ERISA")), including, but 
     not limited to, any multiemployer plan (as defined in 
     Section 3(37) and Section 4001(a) (3) of ERISA), defined 
     benefit plan, profit sharing plan, money purchase pension 
     plan, 401(k) plan, savings or thrift plan, or any plan, 
     fund, program, arrangement or practice providing for medical 
     (including  post-retirement medical), hospitalization, 
     accident, sickness, disability, or life insurance benefits; 
     and

        (iii)  Other Employee Fringe Benefits - any stock 
     purchase, vacation, scholarship, sick days, day care,
     prepaid legal services, dependent care or other fringe 
     benefits plans, programs, arrangements, contracts or 
     practices.

     (b)  Premenos ERISA Affiliate.  For purposes of this Section 
3.13, the term "Premenos ERISA Affiliate" means each trade or 
business (whether or not incorporated) which together with 
Premenos is treated as a single employer under Section 414(b), 
(c), (m) or (o) of the Code.

                            Page 15
<PAGE>

     (c)  Identification of Benefits Plans.  Except as set forth 
in the Premenos Disclosure Letter and except for Premenos Benefit 
Plans which have been terminated and with respect to which 
neither Premenos nor any Premenos ERISA Affiliate has any 
financial, administrative or other liability, obligation or 
responsibility, Premenos does not maintain, nor has it at any 
time established or maintained, nor has it at any time been 
obligated to make, or otherwise made, contributions to or under 
or otherwise participated in any Premenos Benefit Plan.

     (d)  Compliance With All Statutes, Orders and Rules.  
Premenos and each Premenos ERISA Affiliate is in compliance with 
the requirements prescribed by and all statutes, orders and 
governmental rules and regulations applicable to Premenos Benefit 
Plans and all reports and disclosures relating to Premenos 
Benefit Plans required to be filed with or furnished to any 
governmental entity, participants or beneficiaries prior to the 
Closing Date have been or will be properly completed and filed or 
furnished in a timely manner and in accordance with applicable 
laws.  Each Premenos Benefit Plan has been administered according 
to its terms (except for those terms which are inconsistent with 
the changes required by statutes, regulations, and rulings for 
which changes are not yet required to be made, in which case the 
plan has been administered in accordance with the provisions of 
those statutes, regulations and rulings) and applicable law. 

     (e)  MEPPA Liability/Post-Retirement Medical Benefits.  
Neither Premenos nor any Premenos ERISA Affiliate maintains, or 
has at anytime established or maintained, or has at any time been 
obligated to make, or made, contributions to or under any 
multiemployer plan (as defined in Section 3(37) and Section 
4001(a)(3) of ERISA).  Premenos does not maintain, nor has at any 
time established or maintained, nor has at any time been 
obligated to make, or made, contributions to or under any plan 
which provides post-retirement medical or health benefits with 
respect to former employees of Premenos.  There is no lien upon 
any property of Premenos or any Premenos ERISA Affiliate 
outstanding pursuant to Section 412(n) of the Code in favor of 
any Premenos Benefit Plan.  No assets of Premenos or any Premenos 
ERISA Affiliate have been provided as security for any Premenos 
Benefit Plan pursuant to Section 401(a) (29) of the Code.

     (f)  Documentation.  Premenos has made available to 
Harbinger a true and complete copy of the following documents, if 
applicable, with respect to each Premenos Benefit Plan identified 
in Premenos Disclosure Letter: (1) all documents, including any 
insurance contracts and trust agreements, setting forth the terms 
of Premenos Benefit Plan, or if there are no such documents 
evidencing Premenos Benefit Plan, a full (in all material 
respects) description of Premenos Benefit Plan, (2) any required 
ERISA summary plan description and any other summary of plan 
provisions provided to participants or beneficiaries for each 
such Premenos Benefit Plan, (3) any required annual reports filed 
for the most recent three plan years and most recent financial 
statements or periodic accounting or related plan assets with 
respect to each Premenos Benefit Plan, (4) each favorable 
determination letter, opinion or ruling from the Internal Revenue 
Service ("IRS") for each Premenos Benefit Plan, the assets of 
which are held in trust, to the effect that such trust is exempt 
from federal income tax, including any outstanding request for a 
determination letter and (5) each opinion or ruling from the 
Department of Labor or 

                            Page 16
<PAGE>

the Pension Benefit Guaranty Corporation ("PBGC") with respect to 
any such Premenos Benefit Plan.

     (g)  Qualified Status.  Each Premenos Benefit Plan 
identified in the Premenos Disclosure Letter that is funded 
through a trust or insurance contract has at all times satisfied 
in all material respects, by its terms and in its operation, all 
applicable requirements for an exemption from federal income 
taxation under Section 501(a) of the Code. Except for the 
Premenos 401(k) Savings & Retirement Plan (the "Premenos 401(k) 
Plan") neither Premenos nor any Premenos ERISA Affiliate 
maintains or previously maintained a Premenos Benefit Plan which 
meets or was intended to meet the requirements of Section 401(a) 
of the Code. Any determination letter issued by the IRS to the 
effect that the Premenos 401(k) Plan qualifies under Section 
401(a) of the Code and that the related trust is exempt from 
taxation under Section 501(a) of the Code remains in effect and 
has not been revoked.

     The Premenos 401(k) Plan has been tested for compliance 
with, and has satisfied the requirements of, Section 401(k)(3), 
401(m)(2) and 415 of the Code for each plan year ending prior to 
the Closing Date.

     (h)  Legal Actions.  There are no actions, audits, suits or 
claims known to Premenos which are pending or threatened against 
any Premenos Benefit Plan, any fiduciary of any of the Premenos 
Benefit Plans with respect to the Premenos Benefit Plans or 
against the assets of any of the Premenos Benefit Plans, except 
claims for benefits made in the ordinary course of the operation 
of such plans.

        (i)  Funding.  Premenos and each Premenos ERISA Affiliate 
     has made fully and timely payment of all amounts required to 
     be contributed under the terms of each Premenos Benefit Plan 
     and applicable law or required to be paid as expenses under 
     such Premenos Benefit Plan and no excise taxes are 
     assessable as a result of any nondeductible or other 
     contributions made or not made to a Premenos Benefit Plan.
     The assets of all Premenos Benefit Plans which are required 
     under applicable laws to be held in trust are in fact held 
     in trust, and the assets of each such Premenos Benefit Plan 
     equal or exceed the liabilities of each such plan.  The 
     liabilities of each other Premenos Benefit Plan are properly 
     and accurately reported on the financial statements and 
     records of Premenos.  The assets of each Premenos Benefit 
     Plan are reported at their fair market value on the books 
     and records of each plan.

        (ii)  Liabilities.  Neither Premenos nor any Premenos 
     ERISA Affiliate is subject to any material liability, tax or 
     penalty whatsoever to any person whomsoever as a result of 
     Premenos's or any Premenos ERISA Affiliate's engaging in a
     breach of fiduciary duty or a prohibited transaction under
     ERISA or the Code, and Premenos has no knowledge of any
     circumstances which reasonably might result in any such 
     material liability, tax or penalty as a result of any breach
     of fiduciary duty under ERISA or in any duty to indemnify 
     any other person for any such liability.  

                            Page 17
<PAGE>

     (i)Excess Parachute Payments.  No payment required to be 
made to any employee associated with Premenos as a result of the 
transactions contemplated hereby under any contract or otherwise 
will, if made, constitute an "excess parachute payment" within 
the meaning of Section 280G of the Code.

     (j)  COBRA.  Premenos and each Premenos ERISA Affiliate have 
complied in all material respects with the continuation coverage 
requirements of Section 4980B of the Code and ERISA Sections 601 
through 608.

     (k)  No Acceleration of Liability Under Benefit Plans.  The 
consummation of the transactions contemplated hereby will not 
accelerate or increase any liability under any Premenos Benefit 
Plan because of an acceleration or increase of any of the rights 
or benefits to which employees of Premenos or any Premenos ERISA 
Affiliate may be entitled thereunder.

     (l)  Leased Employees.  Premenos has made no representations 
or warranties (whether written or oral, express or implied) 
contractually or otherwise to any client or customer of Premenos 
that Premenos employees rendering services to such client or 
customer cannot be treated as "leased employees" (within the 
meaning of Section 414(n) of the Code) of such client or customer 
or that such employees would not be required to participate under 
any pension benefit plan (within the meaning of Section 3(2) of 
ERISA) (a "Pension Benefit Plan") of such client or customer of 
Premenos.

     (m)	Defined Benefit Plans/Money Purchase Plans.  With 
respect to any Premenos Benefit Plan, no termination liability to 
the PBGC has been or is expected to be incurred or would be 
incurred if such Premenos Benefit Plan were terminated on the 
Closing Date and the current present value of all projected 
benefit liabilities under each of the Premenos Benefit Plans 
subject to Title IV of ERISA would not, as of the Closing Date, 
exceed the then current value of the assets of such Premenos 
Benefit Plan.  No Premenos Benefit Plan which is subject to 
Section 302 of ERISA or Section 412 of the Code has suffered any 
accumulated funding deficiency within the meaning of Section 302 
of ERISA and Section 412 of the Code.  Neither Premenos nor any 
Premenos ERISA Affiliate has any outstanding liability under 
Section 4971 of the Code.  As of the Closing Date, all required 
premium payments for Premenos Benefit Plans have been made, when 
due, to the PBGC, and all required premium payments for the 
Premenos Benefit Plans for plan years commencing in the plan year 
which would include the Closing Date have been made to the PBGC. 
 No event or condition exists with respect to any Premenos 
Benefit Plan which could be deemed a "reportable event" as 
defined in Section 4043 of ERISA, with respect to which the 
30-day notice  requirement has not been waived and which could 
result in a liability to Harbinger, and no condition exists which 
would subject Harbinger to a fine under Section 4071 of ERISA.  
There is no lien upon any property of Premenos or any Premenos 
ERISA Affiliate outstanding pursuant to Section 4068 of ERISA in 
favor of the PBGC.

                            Page 18
<PAGE>

     Section 3.14.  Labor Relations.  Each of Premenos and its 
subsidiaries is in compliance in all material respects with all 
federal and state laws respecting employment and employment 
practices, terms and conditions of employment, wages and hours, 
and is not engaged in any unfair labor or unlawful employment 
practice.  There is no unlawful employment practice 
discrimination charge involving Premenos or its subsidiaries 
pending before the Equal Employment Opportunity Commission 
("EEOC"), EEOC recognized state "referral agency" or any other 
governmental agency.  There is no unfair labor practice or 
similar charge or complaint against Premenos or its subsidiaries 
pending before the National Labor Relations Board ("NLRB") or any 
other governmental agency.  There is no labor strike, dispute, 
slowdown or stoppage actually pending or, to the best knowledge 
of the executive officers of Premenos, threatened against or 
involving or affecting Premenos or its subsidiaries and no NLRB 
or other labor union representation question exists respecting 
any employees of Premenos or its subsidiaries.  No grievance or 
arbitration proceeding is pending against Premenos or its 
subsidiaries and no written claim therefor exists.  There is no 
collective bargaining agreement that is binding on Premenos or 
its subsidiaries.

     Section 3.15.  Insurance.  Premenos has provided to 
Harbinger a true and complete list of its current insurance 
coverages for Premenos and its subsidiaries, including names of 
carriers, amounts of coverage and premiums therefor.  Each of 
Premenos and its subsidiaries believes that such corporation has 
been and is insured with respect to its properties and the 
conduct of its business in such amounts and against such risks as 
are reasonable in relation to its business and will use its 
reasonable efforts to maintain such insurance at least through 
the Effective Time.  Premenos has made available to Harbinger 
true and complete copies of all insurance policies covering 
Premenos or its subsidiaries, their properties, assets, employees 
or operations.

     Section 3.16.  Title to Properties and Related Matters.

     (a)  Premenos and its subsidiaries have good and valid title 
to or valid leasehold interests in its properties reflected in 
the 1997 Balance Sheet or acquired after the date of the 1997 
Balance Sheet (other than properties sold or otherwise disposed 
of in the ordinary course of business), and all of such 
properties are held free and clear of all title defects, liens, 
encumbrances and  restrictions, except, with respect to all such 
properties, (a) mortgages and liens securing debt reflected as 
liabilities on the 1997 Balance Sheet and (b)(i)liens for current 
taxes and assessments not in default, (ii) mechanics', carriers', 
workmen's, repairmen's, statutory or common law liens either not 
delinquent or being contested in good faith, and (iii) liens, 
mortgages, encumbrances, covenants, rights of way, building or 
use restrictions, easements, exceptions, variances, reservations 
and other matters or limitations of any kind, if any, which 
either individually or in the aggregate do not have a material 
adverse effect on Premenos's or any of its subsidiaries' use of 
the property affected.  The provisions of this Section 3.16 do 
not apply to intellectual property rights.

                            Page 19
<PAGE>

     (b)  The Premenos Disclosure Letter sets forth a true and 
complete list of all leases and agreements of Premenos or its 
subsidiaries granting possession of or rights to real or personal 
property and involving an annual commitment or annual payment of 
more than $10,000 individually in the case of any real property 
and $25,000 individually in the case of any personal property 
(the "Scheduled Leases").  All such Scheduled Leases are in full 
force and effect and constitute the legal, valid, binding and 
enforceable obligations of Premenos or its subsidiaries, and, to 
the best knowledge of Premenos, are legal, valid, binding and 
enforceable in accordance with their respective terms with 
respect to each other party to a Scheduled Lease, in each case to 
the extent material to the business and operations of Premenos 
taken as a whole and subject in each case to applicable 
bankruptcy, insolvency and other similar laws affecting the 
enforcement of creditors' rights generally, general equitable 
principles and the discretion of courts in granting equitable 
remedies.  Premenos or one of its subsidiaries has physical 
possession of all real property, equipment and other assets which 
are covered by Scheduled Leases.  Except for events and 
occurrences, the consequences of which, individually or in the 
aggregate, would not have a material adverse effect on the 
assets, liabilities, results of operations or financial position 
of Premenos, there are no existing defaults of Premenos or its 
subsidiaries with respect to such Scheduled Leases or, to the 
best knowledge of Premenos, any of the other parties to such 
Scheduled Leases (or events or conditions which, with notice or 
lapse of time, or both, would constitute a default).

     Section 3.17.  Environmental Matters.  To the best knowledge 
of Premenos, Premenos is in compliance in all material respects 
with all statutes, regulations and ordinances relating to the 
protection of human health and the environment including, without 
limitation, the Clean Water Act, 33 U.S.C. 1251 et seq., the 
Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq., 
the Clean Air Act, 42 U.S.C. 7401 et seq., the Toxic Substances 
Control Act, 15 U.S.C. 2601 et seq., the Emergency Planning and 
Community Right-to-Know Act, 42 U.S.C. 11001 et seq., the 
regulations developed pursuant to these statutes and the 
corresponding state and local statutes, ordinances and 
regulations.  There has been no release by Premenos, its 
subsidiaries or, to the best knowledge of Premenos, by any other 
person of a hazardous substance as that term is defined in the 
Comprehensive Environmental Response, Compensation and Liability 
Act of 1980, 42 U.S.C. 9601(14), into the environment at any 
property owned or leased by Premenos or its subsidiaries (the 
"Premises") including, without limitation, any such release in 
the soil or groundwater underlying the Premises the liability for 
which could have a material adverse effect on the assets, 
liabilities,  results of operations or financial position of 
Premenos and its subsidiaries.  To the best knowledge of 
Premenos, there is no asbestos, polychlorinated biphenyls or 
underground storage tanks  located on the Premises and there have 
been no releases of asbestos, polychlorinated biphenyls or 
materials stored in underground storage tanks, including, without 
limitation, petroleum or petroleum-based materials.  Neither 
Premenos nor any of its subsidiaries has received notice of any 
violation of any environmental statute or regulation nor has it 
been advised of any claim or liability pursuant to any 
environmental statute or regulation brought by any governmental 
agency or private party.

                            Page 20
<PAGE>

     Section3.18.  Patents, Trademarks, Trade Names.  The 
Premenos Disclosure Letter sets forth a true and complete list of 
(i) all patents, trademarks, trade names (including all U.S. 
federal and state registrations and foreign registrations and 
applications pertaining thereto) and registered copyrights owned 
by Premenos or its subsidiaries (collectively, the "Premenos 
Proprietary Intellectual Property") and (ii) all patents, 
trademarks, trade names, copyrights, technology and processes 
used by Premenos or its subsidiaries in its business which are 
material to its business and are used pursuant to a license or 
other right granted by a third party (collectively, the "Premenos 
Licensed Intellectual Property", and together with the Premenos 
Proprietary Intellectual Property referred to as "Premenos 
Intellectual Property").  A true and complete list of all such 
licenses with respect to Premenos Licensed Intellectual Property 
is set forth in the Premenos Disclosure Letter.  Neither Premenos 
nor any of its subsidiaries has granted any right, license or 
other interest in the Premenos Proprietary Intellectual Property 
to any third party, except for end-user licenses granted by 
Premenos to its customers in the ordinary course.  Each of the 
federal, state and foreign registrations pertaining to the 
Premenos Proprietary Intellectual Property is valid and in full 
force and effect.  All required filings in association with such 
registrations have been properly made and all required fees have 
been paid.  Premenos and its subsidiaries own, or have the right 
to use pursuant to valid and effective agreements, all Premenos 
Intellectual Property, free and clear of any lien, claim or 
encumbrance, and the consummation of the transactions 
contemplated by this Agreement will not alter or impair any such 
rights.  No claims are pending against Premenos or any of its 
subsidiaries by any person with respect to the use of any 
Premenos Intellectual Property or challenging or questioning the 
validity or effectiveness of any license or agreement relating to 
the same, and the current use by Premenos and its subsidiaries of 
the Premenos Intellectual Property does not, to the best 
knowledge of Premenos, infringe on the rights of any third party. 
 The conduct by Premenos and its subsidiaries of their respective 
business, including the provision of services to customers, as 
currently conducted and as proposed to be conducted by Premenos, 
does not and will not conflict with or infringe upon any patent, 
copyright, trade secret, trademark or other intellectual property 
right of any third party, and Premenos has not received notice of 
any such alleged infringement.  The Premenos Disclosure Letter 
sets forth a list of all jurisdictions in which Premenos or any 
of its subsidiaries is operating under a trade name, and each 
jurisdiction in which any such trade name is registered.

                            Page 21
<PAGE>

     Section 3.19.  Licensed Software.

     (a)  The Premenos Disclosure Letter sets forth a true and 
complete list of:  (i) all software owned by Premenos and each of 
its subsidiaries and used in connection with the business of 
Premenos and its subsidiaries or licensed to third parties (the 
"Premenos Proprietary Software"); and (ii) all software (other 
than the Premenos Proprietary Software) used in connection with 
the business of Premenos and its subsidiaries (the "Premenos 
Licensed Software" and together with the Premenos Proprietary 
Software, the "Premenos Software").  Premenos's proprietary 
software products may incorporate Premenos Proprietary Software 
(that is, software owned by Premenos and identified as such in 
the Premenos Disclosure Letter) and code software that is owned 
by third parties and licensed to Premenos (all of such third 
party software is included in the Premenos Licensed Software and 
identified as such in the Premenos Disclosure Letter).  The 
Premenos Proprietary Software consists of:  (i) source and object 
code embodied in magnetic media; and (ii) all development and 
procedural tools necessary to maintain the Premenos Proprietary 
Software, including licenses to use compilers, assemblers, 
libraries and other aids.  Premenos and each of its subsidiaries 
employ individuals who are qualified to maintain the Premenos 
Software and the related computer hardware used by such 
corporation in its operations (the "Premenos Hardware").

     (b)  Premenos and each of its subsidiaries have all right, 
title and interest in and to all intellectual property rights in 
the Premenos Proprietary Software (other than any defects in 
title which are not, individually or in the aggregate, material), 
and subject to the rights of end-user licensees under licenses 
granted by Premenos to its customers in the ordinary course of 
business.  The Premenos Proprietary Software is free and clear of 
all liens, claims and encumbrances (other than any liens, claims 
or encumbrances which are not, individually or in the aggregate, 
material).  The use of the Premenos Licensed Software and the use 
and distribution of the Premenos Proprietary Software does not 
breach any material terms of any material contract between 
Premenos and any of its subsidiaries and any third party.  The 
Premenos Disclosure Letter sets forth a true and complete list of 
all license agreements in favor of Premenos or any of its 
subsidiaries relating to the Premenos Licensed Software (the 
"Premenos License Agreements").  To the best knowledge of 
Premenos, Premenos and each of its subsidiaries have been granted 
under the Premenos License Agreements valid and subsisting 
license rights with respect to all software comprising the 
Premenos Licensed Software.  Premenos and each of its 
subsidiaries are in compliance in all material respects with each 
of the terms and conditions of each of the Premenos License 
Agreements.  In the case of any commercially available "shrink-
wrap" software programs (such as Lotus 1-2-3), Premenos and its 
subsidiaries have not made and are not using any unauthorized 
copies of any such software programs and none of the employees, 
agents or representatives of Premenos or its subsidiaries have 
made or are using any such unauthorized copies.

     (c)  To the best knowledge of Premenos, the Premenos 
Proprietary Software and the Premenos Licensed Software does not 
infringe any patent, copyright, or trade secret or any other 

                            Page 22
<PAGE>

intellectual property right of any third party.  The source code 
for the Premenos Proprietary Software has been maintained in 
confidence.

     (d)  The Premenos Proprietary Software was developed by 
Premenos entirely for its own account, and the Premenos 
Proprietary Software was:  (i) developed by Premenos's employees 
working within the scope of their employment at the time of such 
development; (ii) developed by agents, consultants, contractors 
or others who have executed appropriate instruments of assignment 
in favor of Premenos as assignee that have conveyed to Premenos 
ownership of all of their intellectual property rights in the 
Premenos Proprietary Software; or (iii) acquired by Premenos in 
connection with acquisitions in which Premenos obtained 
appropriate representations and warranties from the transferring 
party relating to the title to such Premenos Proprietary 
Software.  Neither Premenos nor any of its subsidiaries has 
received notice from any third party claiming any right, title or 
interest in the Premenos Proprietary Software.

     (e)  There are no agreements or arrangements in effect with 
respect to the marketing, distribution, licensing or promotion of 
the Premenos Proprietary Software by any independent sales 
person, distributor, sublicensee or other remarketer or sales 
organization.

     (f)  Neither Premenos nor any of its subsidiaries has 
granted any rights or licenses in or to the Premenos Software to 
any third party, except for end-user license agreements granted 
by Premenos to its customers in the ordinary course of business.

     (g)  The Premenos Software and the Premenos Hardware are 
adequate in all material respects with the other assets of 
Premenos and its subsidiaries to run the business of Premenos and 
its subsidiaries in the same manner as such business has operated 
since September 30, 1996.  The Premenos Disclosure Letter 
contains a summary description of any problems experienced by 
Premenos or its subsidiaries in the past twelve months with 
respect to the Premenos Software or Premenos Hardware and the 
provision of services to Premenos clients which resulted, or 
reasonably could be expected to result, in a material disruption 
of the provision of services by Premenos or its subsidiaries to 
clients generally for a period equal to or exceeding five days.

     (h)  All Premenos Software is year 2000 compliant (that is, 
(i) the Premenos Software is capable of correctly processing, 
providing and receiving data within and between the 20th and 21st 
centuries (including accounting for all required leap year 
calculations) and (ii) all date fields in the Premenos Software 
used for (4) digit year fields).

     Section 3.20.  Trade Secrets.  To the best knowledge of 
Premenos, no third party has claimed that any officer, director 
or former or present employee of Premenos or any of its 
subsidiaries has, in respect of his or its activities on behalf 
of Premenos or any of its subsidiaries to date, violated any of 
the terms or conditions of his or her employment contract with 
such third party, or disclosed or utilized any trade secrets or 
proprietary information or documentation of such third party, or 
interfered in the employment relationship between such third 
party and any of 

                            Page 23
<PAGE>

his or her or its employees nor has any such 
violation, disclosure or utilization occurred.  Neither Premenos 
or any of its subsidiaries nor, to the best knowledge of 
Premenos, any of their officers, directors or employees have 
wrongfully utilized any trade secrets or any information or 
documentation proprietary to any other person or entity, 
including, but not limited to, confidential business information, 
and neither Premenos or its subsidiaries nor, to the best 
knowledge of Premenos, any of its officers, directors or 
employees has violated any obligations of confidentiality with 
any third party in connection with the development, manufacture 
and sale of any products or services of Premenos or any of its 
subsidiaries.  

     Section 3.21.  Proxy Statement and Registration Statement.  
The information with respect to Premenos, its officers, directors 
and affiliates in the definitive proxy statement to be furnished 
to the stockholders of Premenos and Harbinger (the "Proxy 
Statement") that will form a part of the Registration Statement 
on Form S-4 relating to the shares of Harbinger Common Stock to 
be issued in the Merger (the "Registration Statement") or in the 
Registration Statement will not, in the case of the Proxy 
Statement, on the date the Proxy Statement is first mailed to 
stockholders of Premenos or on the date of the stockholders 
meetings referred to in Section 5.5, or, in the case of the 
Registration Statement, at the time it becomes effective and at 
the Effective Time, as such Proxy Statement or Registration 
Statement is then amended or supplemented, contain any untrue 
statement of a material fact, or omit to state any material fact 
required to be stated therein or necessary in order to make the 
statements therein, in light of the circumstances under which 
they were made, not misleading.

     Section 3.22.  Pooling.  Coopers & Lybrand has advised 
Premenos that based upon inquiries and their examination of the 
financial statements of Premenos they believe that the criteria 
for pooling accounting treatment relative to Premenos has been 
satisfied.

     Section 3.23.  Transactions with Affiliates.  No 
stockholder, officer or director of Premenos or its subsidiaries, 
or any person with whom any such stockholder, officer or director 
has any direct or indirect relation by blood, marriage or 
adoption, or any entity in which any such person, owns any 
beneficial interest (other than a publicly held corporation whose 
stock is traded on a national securities exchange or in the over-
the-counter market and less than 1% of the stock of which is 
beneficially owned by all such persons) has any interest in:  
(i) any contract, arrangement or understanding with, or relating 
to, the business or operations of Premenos or its subsidiaries; 
(ii) any loan, arrangement, understanding, agreement or contract 
for or relating to indebtedness of Premenos or its subsidiaries; 
or (iii) any property (real, personal or mixed), tangible or 
intangible, used or currently intended to be used in, the 
business or operations of Premenos or its subsidiaries.

     Section 3.24.  Brokers, Finders and Investment Bankers.  
Neither Premenos nor any of its officers, directors or employees 
has employed any broker, finder or investment banker or incurred 
any liability for any investment banking fees, financial advisory 
fees, brokerage fees or finders' fees in connection with the 
transactions contemplated by this Agreement, other than 

                            Page 24
<PAGE>

Premenos employing Hambrecht & Quist LLC and The Great Circle 
Group LLC, the fees and expenses of which will be paid by 
Premenos.  

     Section 3.25.  Disclosure.  No representation, warranty or 
covenant made by Premenos in this Agreement, the Premenos 
Disclosure Letter or the Exhibits attached to this Agreement 
contains an untrue statement of a material fact or omits to state 
a material fact required to be stated herein or therein or 
necessary to make the statements contained herein or therein not 
misleading.

     Section 3.26.  Opinion of Financial Advisor.  The financial 
advisor of Premenos, Hambrecht & Quist LLC, has delivered to 
Premenos an opinion dated the date of this Agreement to the 
effect that the consideration to be received by the holders of 
Premenos Common Stock in the Merger is fair to Premenos from a 
financial point of view.

     Section 3.27.  No Existing Discussions.  As of the date 
hereof, Premenos is not engaged, directly or indirectly, in any 
negotiations or discussions with any other party with respect to 
a Competing Offer (as defined in Section 5.8).

                            Page 25
<PAGE>

                           ARTICLE 4.

            REPRESENTATIONS AND WARRANTIES OF HARBINGER


     With such exceptions as are set forth in a letter (the 
"Harbinger Disclosure Letter") delivered by Harbinger to Premenos 
prior to the execution of this Agreement, Harbinger represents 
and warrants to Premenos as follows:

     Section 4.1.	Organization.  Each of Harbinger and its two 
material operating subsidiaries identified in the Harbinger 
Disclosure Letter (the "Harbinger Subsidiaries") is a corporation 
duly organized, validly existing and in good standing under the 
laws of the jurisdiction of its incorporation and has all 
requisite corporate power and authority to own, lease and operate 
its properties and to carry on its business as now being 
conducted.  Each of Harbinger and the Harbinger Subsidiaries is 
duly qualified to transact business, and is in good standing, as 
a foreign corporation in each jurisdiction where the character of 
its activities requires such qualification, except where the 
failure to so qualify would not have a material adverse effect on 
the assets, liabilities, results of operations or financial 
condition of Harbinger and the Harbinger Subsidiaries taken as a 
whole.  Harbinger has delivered to Premenos accurate and complete 
copies of the Articles or Certificate of Incorporation and 
Bylaws, as currently in effect, of Harbinger and the Harbinger 
Subsidiaries, and has made available to Premenos the minute books 
and stock records of Harbinger and the Harbinger Subsidiaries.  
The Harbinger Disclosure Letter contains a true and correct list 
of all of the jurisdictions in which each of Harbinger or the 
Harbinger Subsidiaries is qualified to do business as a foreign 
corporation.

     Section 4.2.  Authorization.  Each of Harbinger and 
HarbingerSub has full corporate power and authority to execute 
and deliver this Agreement and to perform its obligations under 
this Agreement and to consummate the Merger and the other 
transactions contemplated by this Agreement.  The execution and 
delivery of this Agreement by Harbinger and HarbingerSub, the 
performance by each of Harbinger and HarbingerSub of its 
respective obligations under this Agreement and the consummation 
of the Merger and the other transactions provided for in this 
Agreement have been duly and validly authorized by all necessary 
corporate action on the part of Harbinger and HarbingerSub.  The 
Boards of Directors of Harbinger and HarbingerSub have approved 
the execution, delivery and performance of this Agreement and the 
consummation of the Merger and the other transactions provided 
for in this Agreement.  This Agreement has been duly executed and 
delivered by each of Harbinger and HarbingerSub and constitutes 
the valid and binding agreement of each of Harbinger and 
HarbingerSub, enforceable against each of Harbinger and 
HarbingerSub in accordance with its terms, subject to applicable 
bankruptcy, insolvency and other similar laws affecting the 
enforceability of creditors' rights generally, general equitable 
principles and the discretion of courts in granting equitable 
remedies.

                            Page 26
<PAGE>

     Section 4.3.  Absence of Restrictions and Conflicts.  The 
execution, delivery and performance of this Agreement, the 
consummation of the Merger and the other transactions 
contemplated by this Agreement, and the fulfillment of and 
compliance with the  terms and conditions of this Agreement do 
not violate or conflict with, constitute a breach of or default 
under, result in the loss of any material benefit under, or 
permit the acceleration of any obligation under, (i) any term or 
provision of the Articles or Certificate of Incorporation or 
Bylaws of Harbinger or the Harbinger Subsidiaries, (ii) any 
material Harbinger contract, (iii) any judgment, decree or order 
of any court or governmental authority or agency to which 
Harbinger or any of the Harbinger Subsidiaries is a party or by 
which Harbinger, the Harbinger Subsidiaries or any of their 
respective properties is bound, or (iv) any statute, law, 
regulation or rule applicable to Harbinger, the Harbinger 
Subsidiaries, so as to have, in the case of subsections 
(ii) through (iv) above, a material adverse effect on the assets, 
liabilities, results of operations or financial condition of 
Harbinger and the Harbinger Subsidiaries taken as a whole.  
Except for compliance with the applicable requirements of the HSR 
Act, the Securities Act, the Exchange Act, applicable Canadian 
law, applicable state securities laws and filing and recordation 
of the Certificate of Merger as required by the DGCL no consent, 
approval, order or authorization of, or registration, declaration 
or filing with, any government agency or public or regulatory 
unit, agency, body or authority with respect to Harbinger and the 
Harbinger Subsidiaries is required in connection with the 
execution, delivery or performance of this Agreement by Harbinger 
or HarbingerSub or the consummation of the transactions 
contemplated by this Agreement by Harbinger or HarbingerSub , the 
failure to obtain which would have a material adverse effect upon 
the assets, liabilities, results of operations or financial 
condition of Harbinger and the Harbinger Subsidiaries taken as a 
whole.

     Section 4.4.  Capitalization.  The authorized capital stock 
of Harbinger consists of (i) 100,000,000 shares of common stock, 
$.0001 par value per share, (ii) 20,000,000 shares of preferred 
stock, $.0001 par value per share ("Harbinger Preferred Stock"), 
4,000,000 shares of which have been designated Zero Coupon 
Preferred Stock, (iii) 395,000 shares of Preferred Stock, Series 
B, $10.00 par value per share (the "Series B Preferred Stock"), 
and (iv) 250,000 shares of Preferred Stock, Series C, par value 
$10.00 per share (the "Series C Preferred Stock" and, together 
with Harbinger Common Stock, Harbinger Preferred Stock and Series 
B Preferred Stock "Harbinger Capital Stock").  At September 30, 
1997, there were 21,500,070 shares of Harbinger Common Stock 
issued and outstanding, 4,000,000 shares of Zero Coupon Preferred 
Stock issued and outstanding, no shares of Series B preferred 
stock issued and outstanding and no shares of Series C Preferred 
Stock issued and outstanding.  All shares of Harbinger Capital 
Stock outstanding as of the date hereof are duly authorized, 
validly issued, fully paid, nonassessable and free of pre-emptive 
rights.  The shares of Harbinger Common Stock to be issued in the 
Merger will be validly issued, fully paid, nonassessable and free 
of pre-emptive rights.  Except as set forth in this Section 4.4, 
there are no shares of capital stock of Harbinger outstanding, 
and there are no subscriptions, options, convertible securities, 
calls, rights, warrants or other agreements, claims or 
commitments of any nature whatsoever obligating Harbinger or the 
Harbinger Subsidiaries to issue, transfer, deliver or sell, or 
cause to be issued, transferred,

                            Page 27
<PAGE>

delivered or sold, additional shares of the capital stock or 
obligating Harbinger or the Harbinger Subsidiaries to grant, 
extend or enter into any such agreement or commitment.

     Section 4.5.  Capital Stock of Harbinger Subsidiaries.  The 
Harbinger Disclosure Letter sets forth a true and complete list 
of the Harbinger Subsidiaries, the jurisdiction in which each 
Harbinger Subsidiary is incorporated or organized, and all shares 
of capital stock or other ownership interests authorized, issued 
and outstanding of each Harbinger Subsidiary.  The outstanding 
shares of capital stock or other equity interests of each 
Harbinger Subsidiary have been duly authorized and are validly 
issued, fully paid and nonassessable.  All shares of capital 
stock or other equity interests of each Harbinger Subsidiary 
owned by Harbinger or the Harbinger Subsidiaries are owned by 
Harbinger, either directly or indirectly, free and clear of all 
liens, encumbrances, equities or claims.

     Section 4.6.  SEC.  Harbinger has made available to Premenos 
(i) Harbinger's Annual Report on Form 10-K for the year ended 
December 31, 1996, including all exhibits and items incorporated 
by reference, (ii) Harbinger's Quarterly Reports on Form 10-Q for 
the quarters ended March 31 and June 30, 1997, including all 
exhibits and items incorporated by reference, (iii) the proxy 
statement relating to Harbinger's Annual Meeting of Shareholders 
held on April 25, 1997 and (iv) all Current Reports on Form 8-K 
filed by Harbinger with the SEC since January 1, 1997, including 
all exhibits and items incorporated by reference (items 
(i) through (iv) in this sentence being referred to collectively 
as the "Harbinger SEC Reports").  As of their respective dates, 
the Harbinger SEC Reports did not contain any untrue statement of 
a material fact or omit to state any material fact required to be 
stated therein or necessary to make the statements therein, in 
light of the circumstances under which they were made, not 
misleading.  Since December 31, 1995, Harbinger has filed all 
forms, reports and documents with the SEC required to be filed by 
it pursuant to the Securities Act and the Exchange Act and the 
rules and regulations promulgated under such acts, each of which 
complied as to form, at the time such form, document or report 
was filed, in all material respects with the applicable 
requirements of the Securities Act and the Exchange Act and the 
applicable rules and regulations promulgated under such acts.

     Section 4.7.  Financial Statements.  Harbinger has delivered 
to Premenos (i) the audited consolidated balance sheets of 
Harbinger and its subsidiaries as of December 31, 1996 and its 
audited consolidated statements of operations, changes in 
shareholders' equity and cash flows for the fiscal years then 
ended, including the notes thereto, examined by and accompanied 
by the report of KPMG Peat Marwick LLP ("KPMG Peat Marwick"), 
independent public accountants and (ii) the unaudited 
consolidated balance sheet of Harbinger and its subsidiaries as 
of September 30, 1997, (the "Harbinger Balance Sheet") and its 
unaudited consolidated statements of operations, stockholders' 
equity and cash flows for the nine-month period then ended (all 
of the financial statements referred to in this Section 4.7 are 
collectively referred to as the "Harbinger Financial 
Statements").  The Harbinger Financial Statements have been 
prepared from, and are in accordance with, the books and records 
of Harbinger and its consolidated 

                            Page 28
<PAGE>

subsidiaries and, as applicable, present fairly the consolidated 
financial position,  consolidated results of operations, changes 
in stockholders' equity and consolidated cash flows of Harbinger 
and its consolidated subsidiaries as of the dates and for the 
periods indicated, in each case in conformity with generally 
accepted accounting principles, consistently applied.  The 
Harbinger Disclosure Letter sets forth a true and complete list 
of all loss contingencies (within the meaning of Statement of 
Financial Accounting Standards No. 5) of Harbinger recorded 
during the period covered by the Harbinger Financial Statements 
and exceeding $100,000 in the case of any single loss contingency 
or $250,000 in the case of all loss contingencies.

     Section 4.8.  Absence of Certain Changes.

     (a)  Since December 31, 1996 and except for items 
specifically disclosed in the Harbinger SEC Reports filed 
subsequent to December 31, 1996, there has not been (i) any 
material adverse change in the assets, liabilities, results of 
operations, financial condition or, to the best knowledge of 
Harbinger, business or prospects of Harbinger and the Harbinger
 Subsidiaries taken as a whole, (ii) any damage, destruction, 
loss or casualty to property or assets of Harbinger or the 
Harbinger Subsidiaries, whether or not covered by insurance, 
which property or assets are material to the operations or 
business of Harbinger and the Harbinger Subsidiaries taken as a 
whole, (iii) any declaration, setting aside or payment of any 
dividend or distribution (whether in cash, stock or property) in 
respect of the capital stock of Harbinger or any redemption or 
other acquisition of any of the capital stock of Harbinger or the 
Harbinger Subsidiaries (except for the acquisition of Harbinger 
Common Stock in payment of the purchase price and related taxes 
upon the exercise of stock options) or any split, combination or 
reclassification of shares of capital stock declared or made by 
Harbinger, or (iv) any agreement to do any of the foregoing.

     (b)  Since December 31, 1996 and except for items 
specifically disclosed in the Harbinger SEC Reports filed 
subsequent to December 31, 1996, there have not been (i) any 
extraordinary losses suffered, (ii) any material assets 
mortgaged, pledged or made subject to any lien, charge or other 
encumbrance, (iii) any material liability or obligation 
(absolute, accrued or contingent) incurred or any material bad 
debt, contingency or other reserve increase suffered, except, in 
each such case, in the ordinary course of business and consistent 
with past practice, (iv) any material claims, liabilities or 
obligations (absolute, accrued or contingent) paid, discharged or 
satisfied, other than the payment, discharge or satisfaction, in 
the ordinary course of business and consistent with past 
practice, of claims, liabilities and obligations reflected or 
reserved against in Harbinger Financial Statements or incurred in 
the ordinary course of business and consistent with past 
practice, (v) any material guaranteed checks, notes or  accounts 
receivable written off as uncollectible, except write-offs in the 
ordinary course of business and consistent with past practice, 
(vi) any write down of the value of any material asset or 
investment on Harbinger's books or records, except for 
depreciation and amortization taken in the ordinary course of 
business and consistent with past practice, (vii) any 
cancellation of any material debts or waiver of any material 
claims or rights of substantial value, or sale, transfer or other 

                            Page 29
<PAGE>

disposition of any properties or assets (real, personal or mixed, 
tangible or intangible) of substantial value, except, in each 
such case, in transactions in the ordinary course of business and 
consistent with past practice and which in any event do not 
exceed $250,000 in the aggregate, (viii) any single capital 
expenditure or commitment in excess of $500,000 for additions to 
property or equipment, or aggregate capital expenditures and 
commitments in excess of $10,000,000 (on a consolidated basis) 
for additions to property or equipment, (ix) any transactions 
entered into other than in the ordinary course of business, 
(x) any agreements to do any of the foregoing, or (xi) any other 
events, developments or conditions of any character that has had 
or is reasonably likely to have a material adverse effect on the 
assets, liabilities, results of operations, financial condition 
or the business or prospects of Harbinger and the Harbinger 
Subsidiaries taken as a whole.

     Section 4.9.  Legal Proceedings.  There are no suits, 
actions, claims, proceedings or investigations pending, or, to 
the best knowledge of Harbinger, threatened against, relating to 
or involving Harbinger or the Harbinger Subsidiaries (or any of 
their officers or directors) before any court, arbitrator or 
administrative or governmental body, which, if finally determined 
adversely, are reasonably likely, individually or in the 
aggregate, to have a material adverse effect on the assets, 
liabilities, results of operations or financial condition of 
Harbinger.  All pending suits, actions, claims, proceedings or 
investigations relating to or involving Harbinger or the 
Harbinger Subsidiaries (or any of their officers or directors) 
before any court, arbitrator or administrative or governmental 
body are adequately provided for in the Harbinger Balance Sheet 
if and to the extent such a provision is required by generally 
accepted accounting principles.  Neither Harbinger nor the 
Harbinger Subsidiaries is subject to any judgment, decree, 
injunction, rule or order of any court, and, to the best 
knowledge of Harbinger, neither Harbinger nor the Harbinger 
Subsidiaries is subject to any governmental restriction 
applicable to Harbinger, which is reasonably likely (i) to have a 
material adverse effect on the assets, liabilities, results of 
operations or financial condition of Harbinger or the Harbinger 
Subsidiaries or (ii) to cause a material limitation on 
Harbinger's ability to operate the business of Harbinger or the 
Harbinger Subsidiaries after the Closing.

     Section 4.10.  Compliance with.  Harbinger and the Harbinger 
Subsidiaries have all material authorizations, approvals, 
licenses and orders of and from all governmental and regulatory 
offices and bodies necessary to carry on their businesses as they 
are currently being conducted, to own or hold under lease the 
properties and assets they own or hold under lease and to perform 
all of their obligations under the agreements to which they are a 
party, and each has been and is in compliance with all applicable 
laws, regulations and administrative orders of any country, state 
or municipality or of any subdivision of any thereof to which its 
business and its employment of labor or its use or occupancy of 
properties or any part thereof are subject, the failure to obtain 
or the violation of which would have a material adverse effect 
upon the assets, liabilities, results of operations or financial 
condition of Harbinger.

                            Page 30
<PAGE>

     Section 4.11.  Patents, Trademarks, Trade Names.  The 
Harbinger Disclosure Letter sets forth a true and complete list 
of (i) all patents, trademarks, trade names (including all U.S. 
federal and state registrations and foreign registrations and 
applications pertaining thereto) and registered copyrights owned 
by Harbinger or the Harbinger Subsidiaries (collectively, the 
"Harbinger Proprietary Intellectual Property") and (ii) all 
patents, trademarks, trade names, copyrights, technology and 
processes used by Harbinger or the Harbinger Subsidiaries in 
their respective businesses which are material to their 
respective businesses and are used pursuant to a license or other 
right granted by a third party (collectively, the "Harbinger 
Licensed Intellectual Property", and together with the Harbinger 
Proprietary Intellectual Property referred to as "Harbinger 
Intellectual Property").  A true and complete list of all such 
licenses with respect to Harbinger Licensed Intellectual Property 
is set forth in the Harbinger Disclosure Letter.  Neither 
Harbinger nor any of the Harbinger Subsidiaries has granted any 
right, license or other interest in the Harbinger Proprietary 
Intellectual Property to any third party, except for end-user 
licenses granted by Harbinger to its customers in the ordinary 
course.  Each of the federal, state and foreign registrations 
pertaining to the Harbinger Proprietary Intellectual Property is 
valid and in full force and effect.  All required filings in 
association with such registrations have been properly made and 
all required fees have been paid.  Harbinger and each of the 
Harbinger Subsidiaries own, or have the right to use pursuant to 
valid and effective agreements, all Harbinger Intellectual 
Property, free and clear of any lien, claim or encumbrance, and 
the consummation of the transactions contemplated by this 
Agreement will not alter or impair any such rights.  No claims 
are pending against Harbinger or the Harbinger Subsidiaries by 
any person with respect to the use of any Harbinger Intellectual 
Property or challenging or questioning the validity or 
effectiveness of any license or agreement relating to the same, 
and to the best knowledge of Harbinger, the current use by 
Harbinger and the Harbinger Subsidiaries of the Harbinger 
Intellectual Property does not infringe on the rights of any 
third party.  The conduct by Harbinger and the Harbinger 
Subsidiaries of their respective businesses, including the 
provision of services to customers, as currently conducted and as 
proposed to be conducted, does not and will not conflict with or 
infringe, to the best knowledge of Harbinger, upon any patent, 
copyright, trade secret, trademark or other intellectual property 
right of any third party, and Harbinger has not received notice 
of any such alleged infringement.  The Harbinger Disclosure 
Letter sets forth a list of all jurisdictions in which Harbinger 
or the Harbinger Subsidiaries is operating under a trade name, 
and each jurisdiction in which any such trade name is registered.

     Section 4.12.  Licensed Software.

     (a)  The software owned by Harbinger for license to or use 
in connection with the business of Harbinger (the "Harbinger 
Proprietary Software") consists of:  (i) source and object code 
embodied in magnetic media; and (ii) all development and 
procedural tools necessary to maintain the Harbinger Proprietary 
Software, including licenses to use compilers, assemblers, 
libraries and other aids. Harbinger employs individuals who are 
familiar with the business of Harbinger and who are qualified to 
maintain the Harbinger Proprietary Software and the related 
computer hardware used by Harbinger in its operations (the 
"Harbinger Hardware").

                            Page 31
<PAGE>

     (b)  Harbinger has all right, title and interest in and to 
all intellectual property rights in the Harbinger Proprietary 
Software (other than any defects in title which are not, 
individually or in the aggregate, material), and subject to the 
rights of end-user licensees under licenses granted by Harbinger 
to its customers in the ordinary course of business).  The 
Harbinger Proprietary Software is free and clear of all liens, 
claims and encumbrances (other than any liens, claims or 
encumbrances which are not, individually or in the aggregate, 
material).  The use of the software (other than the Harbinger 
Proprietary Software) used by Harbinger in connection with the 
business of Harbinger (the "Harbinger Licensed Software" and 
together with the Harbinger Proprietary Software, the "Harbinger 
Software") and the use and distribution of the Harbinger 
Proprietary Software does not breach any material terms of any 
material contract between Harbinger and any third party.  
Harbinger proprietary software products may incorporate Harbinger 
Proprietary Software (that is, software owned by Harbinger) and 
code software that is owned by third parties and licensed to 
Harbinger (all of which such third party software is included in 
the Harbinger Licensed Software).  To the best knowledge of 
Harbinger, Harbinger has been granted under the license 
agreements relating to the Harbinger Licensed Software (the 
"Harbinger License Agreements") valid and subsisting license 
rights with respect to all software comprising the Harbinger 
Licensed Software.  Harbinger is in compliance in all respects 
with each of the terms and conditions of each of the Harbinger 
License Agreements.  In the case of any commercially available 
"shrink-wrap" software programs (such as Lotus 1-2-3), Harbinger 
has not made and is not using any unauthorized copies of any such 
software programs and none of the employees, agents or 
representatives of Harbinger have made or are using any such 
unauthorized copies.

     (c) To the best knowledge of Harbinger, the Harbinger 
Proprietary Software and the Harbinger Licensed Software do not 
infringe any United States patent, copyright, or trade secret or 
any other intellectual property right of any third party.  The 
source code for the Harbinger Proprietary Software has been 
maintained in confidence.

     (d) The Harbinger Proprietary Software was developed by 
Harbinger for its own account, and the Harbinger Proprietary 
Software was:  (i) developed by Harbinger employees working 
within the scope of their employment at the time of such 
development; (ii) developed by agents, consultants, contractors 
or others who have executed appropriate instruments of assignment 
in favor of Harbinger as assignee that have conveyed to Harbinger 
ownership of all of their intellectual property rights in the 
Harbinger Proprietary Software; or (iii) acquired by Harbinger in 
connection with acquisitions in which Harbinger obtained 
appropriate representations and warranties from the transferring 
party relating to the title to such Harbinger Proprietary 
Software.  Harbinger has not received notice from any third-party 
claiming any right, title or interest in the Harbinger 
Proprietary Software.

                            Page 32
<PAGE>

     (e)  There are no agreements or arrangements in effect with 
respect to the marketing, distribution, licensing or promotion of 
the Harbinger Proprietary Software by any independent sales 
person, distributor, sublicensee or other remarketer or sales 
organization.

     (f)  Harbinger has not granted any rights or licenses in or 
to the Harbinger Software to any third party, except for end-user 
license agreements granted by Harbinger to its customers in the 
ordinary course of business.

     (g)  The Harbinger Software and the Harbinger Hardware are
adequate in all material respects with the other assets of 
Harbinger to run the business of Harbinger in the same manner as 
such business has operated since September 30, 1996.  The 
Harbinger Disclosure Letter contains a summary description of any 
problems experienced by Harbinger in the past twelve months with 
respect to the Harbinger Software or Harbinger Hardware and the 
provision of services to Harbinger's clients which resulted, or 
reasonably could be expected to result, in any material 
disruption of the provision of services by Harbinger to clients 
generally for a period equal to or exceeding five days.

     (h)  All Harbinger Software is year 2000 compliant (that is, 
(i) the Harbinger Software is capable of correctly processing, 
providing and receiving data within and between the 20th and 21st 
centuries (including accounting for all required leap year 
calculations) and (ii) all date fields in the Harbinger Software 
used for (4) digit year fields).


     Section 4.13.  Trade Secrets.  To the best knowledge of 
Harbinger, no third party has claimed that any officer, director 
or former or present employee of Harbinger or the Harbinger 
Subsidiaries has, in respect of his or its activities on behalf 
of Harbinger or the Harbinger Subsidiaries to date, violated any 
of the terms or conditions of his or her employment contract with 
such third party, or disclosed or utilized any trade secrets or 
proprietary information or documentation of such third party, or 
interfered in the employment relationship between such third 
party and any of his or her or its employees nor has any such 
violation, disclosure or utilization occurred.  Neither Harbinger 
or the Harbinger Subsidiaries nor, to the best knowledge of 
Harbinger, any of their officers, directors or employees have 
wrongfully utilized any trade secrets or any information or 
documentation proprietary to any other person or entity, 
including, but not limited to, confidential business information, 
and neither Harbinger or the Harbinger Subsidiaries nor, to the 
best knowledge of Harbinger, any of its officers, directors or 
employees has violated any obligations of confidentiality with 
any third party in connection with the development, manufacture 
and sale of any products or services of Harbinger or the 
Harbinger Subsidiaries.

     Section 4.14.  Proxy Statement and Registration Statement.  
The information with respect to Harbinger and the Harbinger 
Subsidiaries and each of their respective officers, directors and 
affiliates in the Proxy Statement or in the Registration 
Statement, will not, in the case of the Proxy Statement, on the 
date the Proxy Statement is first mailed to stockholders of 

                            Page 33
<PAGE>

Premenos or on the date of the stockholders' meetings referred to 
in Section 5.5, or, in the case of the Registration Statement, at 
the time it becomes effective and at the Effective Time, as such 
Proxy Statement or Registration Statement is then amended or 
supplemented, contain any untrue statement of a material fact, or 
omit to state any material fact required to be stated therein or 
necessary in order to make the statements therein, in light of 
the circumstances under which they were made, not misleading.  
The Registration Statement and the Proxy Statement will comply as 
to form with the applicable provisions of the Securities Act and 
the Exchange Act.

     Section 4.15.  Pooling.  KPMG Peat Marwick has advised
Harbinger that, in accordance with generally accepted accounting 
principles, the Merger qualifies to be treated as a "pooling of 
interests" for accounting purposes.

     Section 4.16.  Brokers, Finders and Investment Bankers.  
Neither Harbinger nor any of the Harbinger Subsidiaries, nor any 
of their respective officers, directors or employees, has 
employed any broker, finder or investment banker or incurred any 
liability for any investment banking fees, financial advisory 
fees, brokerage fees or finders' fees in connection with the 
transactions contemplated by this Agreement, other than Harbinger 
employing BT Alex. Brown Incorporated and Endeavor Capital 
Management, the fees and expenses of which will be paid by 
Harbinger.

     Section 4.17.  No representation, warranty or covenant made 
by Harbinger in this Agreement, the Harbinger Disclosure Letter 
or the Exhibits hereto contains any untrue statement of a 
material fact or omits to state a material fact required to be 
stated herein or therein or necessary to make the statements 
contained herein or therein not misleading.

     Section 4.18. Opinion of Financial Advisor.  The financial 
advisor of Harbinger, BT Alex. Brown Incorporated, has delivered 
to Harbinger an opinion dated the date of this Agreement to the 
effect that the Conversion Ratio is fair to Harbinger from a 
financial point of view.

     Section 4.19. Interim Operations of HarbingerSub.  
HarbingerSub was formed solely for the purpose of engaging in the 
transactions contemplated by this Agreement, has engaged in no 
other business activities and has conducted its operations only 
as contemplated by this Agreement.  

                            Page 34
<PAGE>

                           ARTICLE 5.

                CERTAIN COVENANTS AND AGREEMENTS

     Section 5.1.  Conduct of Business by Premenos.  From the 
date of this Agreement to the Effective Time, Premenos will and 
will cause each of its subsidiaries to, except as required in 
connection with the Merger and the other transactions 
contemplated by this Agreement and except as otherwise 
specifically permitted hereunder or disclosed in the Premenos 
Disclosure Letter or consented to in writing by Harbinger:

     (a) Carry on its businesses in the ordinary course in 
substantially the same manner as previously conducted and 
not engage in any new line of business or enter into any
agreement, transaction or activity or make any commitment except 
those in the ordinary course of business and not otherwise 
prohibited under this Section 5.1;

     (b) Neither change nor amend its Certificate of
Incorporation or Bylaws;

     (c) Other than pursuant to the exercise of employee stock 
options, warrants and other convertible securities outstanding on 
the date hereof and set forth in the Premenos Disclosure Letter, 
not issue, sell or grant options, warrants or rights to purchase 
or subscribe to, or enter into any arrangement or contract with 
respect to the issuance or sale of any of the capital stock of 
Premenos or any of its subsidiaries or rights or obligations 
convertible into or exchangeable for any shares of the capital 
stock of Premenos or any of its subsidiaries and not make any 
changes (by split-up, stock dividend, combination, reorganization 
or otherwise) in the capital structure of Premenos or any of its
subsidiaries;

     (d) Not declare, pay or set aside for payment any dividend 
or other distribution in respect of the capital stock or other 
equity securities of Premenos or any of its subsidiaries and not 
redeem, purchase or otherwise acquire any shares of the capital 
stock or other securities of Premenos or any of its subsidiaries 
or rights or obligations convertible into or exchangeable for any 
shares of the capital stock or other securities of Premenos or 
any of its subsidiaries or obligations convertible into such, or 
any options, warrants or other rights to purchase or subscribe to 
any of the foregoing;

     (e) Not acquire or enter into an agreement to acquire, by 
merger, consolidation or purchase of stock or assets, any 
business or entity;

     (f) Use its reasonable efforts to preserve intact the 
corporate existence, goodwill and business organization of 
Premenos and its subsidiaries, to keep the officers and employees 
of Premenos and its subsidiaries available to Harbinger and to 
preserve 

                            Page 35
<PAGE>

the relationships of Premenos and its subsidiaries with 
customers, suppliers and others having business relations with 
Premenos or any of its subsidiaries;

     (g) Not (i) create, incur or assume any long-term debt 
(including obligations in respect of capital leases which
 individually involve annual payments in excess of $10,000) or, 
except in the ordinary course of business under existing lines of 
credit, create, incur or assume any short-term debt for borrowed 
money, (ii) assume, guarantee, endorse or otherwise become liable 
or responsible (whether directly, contingently or otherwise) for 
the obligations of any other person, except in the ordinary 
course of business and consistent with past practice, (iii) make 
any loans or advances to any other person, except in the ordinary 
course of business and consistent with past practice, (iv) make 
any capital contributions to, or investments in, any person, 
except in the ordinary course of business and consistent with 
past practices with respect to investments, or (v) make any 
capital expenditure involving in excess of $50,000 in the case of 
any single expenditure or $250,000 in the case of all capital 
expenditures;

     (h) Not enter into, modify or extend in any manner the terms 
of any employment, severance or similar agreements with officers 
or directors or grant any increase in the compensation of 
officers or directors, whether now or in the future payable,
 including any increase pursuant to any option, bonus, stock 
purchase, pension, profit-sharing, deferred compensation, 
retirement or other plan, arrangement, contract or commitment;

     (i) Perform in all material respects all of its obligations 
under all Premenos Material Contracts (except those being 
contested in good faith), not enter into, assume or amend any
contract or commitment that would be a Premenos Material Contract 
other than contracts to provide products and services entered 
into in the ordinary course of business;

     (j) Use its reasonable efforts to maintain in full force and 
effect and in the same amounts policies of insurance comparable 
in amount and scope of coverage to that now maintained by 
Premenos;

     (k) Use its reasonable efforts to continue to collect its 
accounts receivable and pay its accounts payable in the ordinary 
course of business and consistent with past practices;

     (l) Prepare and file all federal, state, local and foreign 
returns for taxes and other tax reports, filings and amendments 
thereto required to be filed by it, and allow Harbinger, at its 
request, to review all such returns, reports, filings and 
amendments at Premenos's offices prior to the filing thereof, 
which review shall not interfere with the timely filing of such 
returns;

                            Page 36
<PAGE>

     (m) Not take any action the effect of which would be to
cause the Merger to be treated as a taxable transaction; and

     (n) Not take any action the effect of which would be to 
cause the Merger to be accounted for on a basis other than a 
pooling of interests.

     In connection with the continued operation of the business 
of Premenos and its subsidiaries between the date of this 
Agreement and the Effective Time, Premenos shall confer in good 
faith on a regular and frequent basis with one or more 
representatives of Harbinger designated in writing with respect 
to the ongoing operations of Premenos.  Premenos acknowledges 
that Harbinger does not and will not waive any rights it may have 
under this Agreement as a result of such consultations.

     Section 5.2. Conduct of Business by Harbinger.  From the 
date of this Agreement to the Effective Time, Harbinger will, and 
will cause each of its subsidiaries to, except as required in 
connection with the Merger and the other transactions 
contemplated by this Agreement and except as otherwise 
specifically permitted hereunder or disclosed in the Harbinger 
Disclosure Letter or consented to in writing by Premenos:

     (a) Carry on its businesses in the ordinary course in 
substantially the same manner as heretofore conducted;

     (b) Neither change nor amend its Articles or Certificate of 
Incorporation or Bylaws;

     (c) Other than pursuant to the exercise of employee stock 
options or warrants outstanding on the date of this Agreement, 
not issue, sell or grant options, warrants or rights to purchase 
or subscribe to, or enter into any arrangement or contract with 
respect to the issuance or sale of any of the capital stock of 
Harbinger or any of its subsidiaries or rights or obligations 
convertible into or exchangeable for any shares of the capital 
stock of Harbinger or any of its subsidiaries and not alter the 
terms of any presently outstanding options or make any changes 
(by split-up, combination, reorganization or otherwise) in the 
capital structure of Harbinger or any of its subsidiaries; 
provided, however, that Harbinger shall have the right to: 
(i) issue Harbinger Common Stock and options, warrants or rights 
to acquire Harbinger Common Stock to employees and consultants in 
transactions approved in good faith by the Board of Directors of 
Harbinger or a committee thereof; and (ii) issue Harbinger Common 
Stock or options or rights to acquire Harbinger Common Stock in 
any Specified Acquisition as defined in the Harbinger Disclosure 
Letter;

     (d) Not take any action the effect of which would be to
 cause the Merger to be treated as a taxable transaction; 

                            Page 37
<PAGE>

     (e) Not take any action the effect of which would be to 
cause the Merger to be accounted for on a basis other than a 
pooling of interests; and 

     (f) Use its reasonable efforts to preserve intact the 
corporate existence, goodwill and business organization of 
Harbinger and the Harbinger Subsidiaries.

     In connection with the continued operation of the business 
of Harbinger and the Harbinger Subsidiaries between the date of 
this Agreement and the Effective Time, Harbinger shall confer in 
good faith on a regular and frequent basis with one or more 
representatives of Premenos designated in writing with respect to 
the ongoing operations and acquisition activity of Harbinger.  
Harbinger acknowledges that Premenos does not and will not waive 
any rights it may have under this Agreement as a result of such 
consultations.  

     Section 5.3.  Inspection and Access to Information.

     (a) Between the date of this Agreement and the Effective 
Time, each party to this Agreement will provide each other party 
and its accountants, counsel and other authorized representatives 
full access, during reasonable business hours and under 
reasonable circumstances to any and all of its premises, 
properties, contracts, commitments, books, records and other 
information (including tax returns filed and those in 
preparation) and will cause their respective officers to furnish 
to the other party and its authorized representatives any and all 
financial, technical and operating data and other information 
pertaining to its business, as each other party shall from time 
to time reasonably request.

     (b) All non-public information obtained by Harbinger or
 Premenos or any of their representatives pursuant to this 
Agreement or in connection with the matters contemplated by this 
Agreement concerning the business, operations or affairs of the 
other will be kept confidential and will not be used for any 
purpose other than the consummation of the transactions 
contemplated by this Agreement, or be disclosed to any other 
person or entity, except for disclosure to its employees, agents 
and representatives who have a need to know the same, who have 
been advised of the confidential nature of such information and 
who agree to abide by the terms of this Section 5.3(b) and except 
for such disclosure as may be required by applicable law, court 
order or governmental agency request.  In the event Harbinger or 
Premenos is required by law to disclose information of a 
confidential nature, the disclosing party shall provide the non-
disclosing party with prompt notice of any such request or 
requirement (written if practical) so that the nondisclosing 
party may have the opportunity to seek an appropriate protective 
order, otherwise contest the disclosure, or waive compliance with 
this Section 5.3(b).  If this Agreement is terminated in 
accordance with its terms, any non-public information furnished 
by any party to any other party to this Agreement will be 
promptly returned.

                            Page 38
<PAGE>

     Section 5.4. Proxy Statement and Registration Statement.   
Harbinger shall prepare and file with the SEC as soon as is 
reasonably practicable the Registration Statement and shall use 
all reasonable, best efforts to have the Registration Statement 
declared effective by the SEC as promptly as is practicable.  
Harbinger also shall take any action required to be taken under 
state Blue Sky or securities laws in connection with the issuance 
of the Harbinger Common Stock pursuant to the Merger.  Harbinger 
and Premenos will furnish each other with all information 
concerning themselves, their subsidiaries, directors, officers 
and stockholders and such other matters as may be necessary or 
advisable for the Registration Statement, the Proxy Statement, 
the Nasdaq Additional Shares Notification, filings under the Blue 
Sky laws, and any other statement or application made by or on 
behalf of Harbinger or Premenos to any governmental body in 
connection with the Merger and the other transactions 
contemplated by this Agreement.

     Section 5.5. Harbinger and Premenos Stockholders Meetings

     (a) Each of Harbinger and Premenos shall call a meeting of
its shareholders or stockholders, as applicable, to be held as 
soon as practicable after the date hereof for the purpose of 
voting upon the matters relating to this Agreement.  The meeting 
of Harbinger's shareholders shall be held prior to or 
contemporaneously with the meeting of Premenos's stockholders.

     (b) Harbinger will use its reasonable, best efforts to hold 
its shareholders meeting as promptly as practicable and will, 
through its Board of Directors, recommend to its shareholders 
approval of the Merger and this Agreement at such shareholders 
meeting (the "Harbinger Shareholders Meeting"); provided,
however, that the Board of Directors of Harbinger may withdraw 
such recommendation if the Harbinger Board of Directors 
determines in good faith (after consultation with and based upon 
the advice of its outside legal counsel and after providing 
notice to Premenos and giving Premenos the opportunity to consult 
with Harbinger with regard to such withdrawal) that the fiduciary 
duties of the Harbinger Board of Directors to its shareholders 
under applicable law require that the Harbinger Board of 
Directors withdraw such recommendation.  Unless otherwise 
required to comply with the fiduciary duties of the Board of 
Directors of Harbinger, as determined by the Harbinger Board of 
Directors in good faith (after consultation with and based upon 
the advice of its outside legal counsel), Harbinger shall use 
reasonable, best efforts to solicit from its shareholders proxies 
in favor of all matters to be voted upon at the Harbinger 
Shareholders Meeting.

     (c) Premenos will use its reasonable, best efforts to hold 
its stockholders meeting as promptly as practicable and will, 
through its Board of Directors, recommend to its stockholders 
approval of the Merger and this Agreement at such stockholders 
meeting (the "Premenos Stockholders Meeting"); provided, however, 
that the Board of Directors of Premenos may withdraw such 
recommendation if the Premenos Board of Directors determines in 
good faith (after consultation with and based upon the advice of 
its outside legal counsel and after providing notice to Harbinger 
and giving Harbinger the opportunity to consult with Premenos 
with regard to such withdrawal) that the fiduciary duties of the 
Premenos Board of Directors to its stockholders under applicable 
law require that the Premenos Board of Directors withdraw such 

                            Page 39
<PAGE>

recommendation.  Unless otherwise required to comply with the 
fiduciary duties of the Board of Directors of Premenos, as 
determined by the Board of Directors of Premenos in good faith 
(after consultation with and based upon the advice of its outside 
legal counsel), Premenos shall use its reasonable, best efforts 
to solicit from its stockholders' proxies in favor of all matters 
to be acted upon at the Premenos Stockholders Meeting.

     Section 5.6.  The Nasdaq National Market Additional Shares
Notification.  Harbinger will file an additional shares 
notification with The Nasdaq National Market (the "Nasdaq 
Additional Shares Notification") to approve for listing, subject 
to official notice of its issuance, the shares of Harbinger 
Common Stock to be issued in connection with the Merger. 
Harbinger shall exercise reasonable good faith efforts to cause 
the shares of Harbinger Common Stock to be issued in the Merger 
to be approved for listing on The Nasdaq National Market, subject 
to official notice of issuance, prior to the Effective Time.

     Section 5.7.  Premenos Affiliates.

     (a) Premenos shall deliver to Harbinger a letter identifying 
all persons who are, at the time the Merger is submitted to a 
vote to the stockholders of Premenos, "affiliates" of Premenos 
for purposes of Rule 145 under the Securities Act.  Premenos 
shall cause each person who is identified as an "affiliate" in 
such letter to deliver to Harbinger on or prior to the Effective 
Time a written statement, in form satisfactory to Harbinger and 
Premenos, that such person will not offer to sell, transfer or 
otherwise dispose of any of the shares of Harbinger Common Stock 
issued to such person pursuant to the Merger, except (i) in 
accordance with the applicable provisions of the Securities Act 
and the rules and regulations thereunder and (ii) until such time 
as financial results covering at least thirty (30) days of 
combined operations of Harbinger and Premenos have been published 
within the meaning of Section 201.01 of the SEC's Codification of 
Financial Reporting Policies.  Harbinger shall be entitled to 
place legends on any certificates of Harbinger Common Stock 
issued to such affiliates to restrict transfer of such shares as 
set forth above.

     (b) Harbinger shall identify all persons who are, at the 
time the Merger is submitted to a vote to the shareholders of 
Harbinger, "affiliates" of Harbinger for purposes of Rule 145 
under the Securities Act.  Harbinger shall cause each person who 
is identified as an "affiliate" to deliver to Harbinger on or 
prior to the Effective Time a written statement that such person 
will not offer to sell, transfer or otherwise dispose of any 
shares of Harbinger Common Stock owned by such affiliate, except 
(i) in accordance with the applicable provisions of the 
Securities Act and the rules and regulations thereunder and 
(ii) until such time as financial results covering at least 
thirty (30) days of combined operations of Harbinger and Premenos 
have been published within the meaning of Section 201.01 of the 
SEC's Codification of Financial Reporting Policies.

     Section 5.8.  No Solicitation.

                            Page 40
<PAGE>

     (a) Premenos agrees that it shall not, directly or 
indirectly, through any officer, director, employee, 
representative or agent (i) solicit, initiate, or encourage any 
inquiries or proposals that constitute, or could reasonably be 
expected to lead to, a proposal or offer for a merger, 
consolidation, business combination, sale of substantial assets, 
sale of shares of capital stock (including, without limitation, 
by way of a tender offer) or similar transactions involving 
Premenos or any of its subsidiaries, other than the transactions 
contemplated or permitted by this Agreement (any of the foregoing 
inquiries or proposals being referred to in this Agreement as a 
"Competing Offer"), (ii) engage in negotiations or discussions 
concerning, or provide any non-public information to any person 
or entity relating to, any Competing Offer, or (iii) agree to, 
approve or recommend any Competing Offer; provided, however, that 
nothing contained in this Agreement shall prevent Premenos or its 
Board of Directors from furnishing non-public information to, or 
entering into discussions or negotiations with, any person or 
entity in connection with an unsolicited bona fide written 
Competing Offer by such person or entity or recommending such an 
unsolicited bona fide written Competing Offer to the stockholders 
of Premenos, if and only to the extent that (1) the Board of 
Directors of Premenos determines in good faith (after 
consultation with and based upon the written advice of its 
financial advisor) that such Competing Offer would, if 
consummated, result in a transaction more favorable to Premenos 
stockholders than the transaction contemplated by this Agreement 
(and any such more favorable Competing Offer being referred to in 
this Agreement as a "Superior Proposal") and that the person or 
entity making such Superior Proposal has the financial means, or 
the ability to obtain the necessary financing, to conclude such 
transaction, (2) the Board of Directors of Premenos determines in 
good faith (after consultation with and based upon the advice of 
its outside legal counsel), that the fiduciary duties of the 
Premenos Board of Directors to its stockholders under applicable 
law require that Premenos take such action, and (3) prior to 
furnishing such non-public information to, or entering into 
discussions or negotiations with, such person or entity, the 
Premenos Board of Directors receives from such person or entity 
an executed confidentiality agreement with confidentiality 
covenants not materially less favorable to Premenos than those 
contained in the Confidentiality Agreement by and between 
Harbinger and Premenos dated June 27, 1996.

     (b) Premenos shall notify Harbinger no later than twenty-
four (24) hours after receipt by Premenos (or its agents or 
advisors) of any Competing Offer or any requests for non-public 
information in connection with a Competing Offer or for access to 
the properties, books or records of Premenos by any person or 
entity that informs Premenos that it is considering making, or 
has made, a Competing Offer.  Such notice to Harbinger shall be 
made orally and in writing and shall indicate in reasonable 
detail the identity of the person or entity making such proposal, 
inquiry or contact and the terms and conditions thereof; 
provided, however, to the extent Premenos's outside legal counsel 
shall advise Premenos's Board of Directors that complying with 
such notification requirements will result in a breach of the 
terms of any confidentiality agreement executed by Premenos on or 
prior to the date hereof, then Premenos shall be entitled to 
comply with such notice requirement to the maximum extent 
possible without breaching the terms of such confidentiality 
agreement.

                            Page 41
<PAGE>

     Section 5.9.  Reasonable Efforts; Further Assurances; 
Cooperation.  Subject to the other provisions of this Agreement,
 the parties hereto shall each use their reasonable, good faith 
efforts to perform their obligations herein and to take, or cause 
to be taken or do, or cause to be done, all things necessary, 
proper or advisable under applicable law to obtain all regulatory 
approvals and satisfy all conditions to the obligations of the 
parties under this Agreement and to cause the Merger and the 
other transactions contemplated by this Agreement to be effected 
on or prior to December 31, 1997 in accordance with the terms of 
this Agreement and shall cooperate fully with each other and 
their respective officers, directors, employees, agents, counsel, 
accountants and other designees in connection with any steps 
required to be taken as a part of their respective obligations 
under this Agreement, including without limitation:

     (a) Premenos and Harbinger shall promptly make their 
respective filings and submissions and shall take, or cause to be 
taken, all actions and do, or cause to be done, all things 
necessary, proper or advisable under applicable laws and 
regulations to obtain any required approval of any other federal, 
state or local governmental agency or regulatory body with 
jurisdiction over the transactions contemplated by this 
Agreement.

     (b) If any claim, action, suit, investigation or other 
proceeding by any governmental body or other person is commenced 
which questions the validity or legality of the Merger or any of 
the other transactions contemplated by this Agreement or seeks 
damages in connection with this Agreement, the parties agree to 
cooperate and use all reasonable efforts to defend against such 
claim, action, suit, investigation or other proceeding and, if an 
injunction or other order is issued in any such action, suit or 
other proceeding, to use all reasonable efforts to have such 
injunction or other order lifted, and to cooperate reasonably 
regarding any other impediment to the  consummation of the 
transactions contemplated by this Agreement.

     (c) Each party shall give prompt written notice to the other 
of (i) the occurrence, or failure to occur, of any event which 
occurrence or failure would be likely to cause any representation 
or warranty of Premenos or Harbinger, whether such occurrence or 
failure is with respect to its own representations or warranties, 
or with respect to the other party's representations and 
warranties, contained in this Agreement to be untrue or 
inaccurate in any material respect at any time from the date of 
this Agreement to the Effective Time or that will or may result 
in the failure to satisfy any of the conditions specified in 
Article 6 and (ii) any failure of Premenos or Harbinger, as the 
case may be, to comply with or satisfy any covenant, condition or 
agreement to be complied with or satisfied by it under this 
Agreement.

     (d) Without the prior written consent of Harbinger and 
except as set forth in the Premenos Disclosure Letter, Premenos 
will not terminate any employee if such

                            Page 42
<PAGE>

termination would result in the payment of any amounts pursuant 
to "change in control" provisions of any employment agreement or 
arrangement.

     Section 5.10. Public Announcements.  The timing and content 
of all announcements regarding any aspect of this Agreement or 
the Merger to the financial community, government agencies, 
employees or the general public shall be mutually agreed upon in 
advance (unless Harbinger or Premenos is advised by counsel that 
any such announcement or other disclosure not mutually agreed 
upon in advance is required to be made by law or applicable rule 
of The Nasdaq National Market and then only after making a 
reasonable attempt to comply with the provisions of this 
Section 5.10 and providing notice to the non-disclosing party 
simultaneously with such disclosure).  This Section 5.10 shall 
not apply to disclosures made to senior managers prior to the 
date of this Agreement in accordance with the understanding of 
Harbinger and Premenos.

     Section 5.11. Financial Statements and SEC Reports.  Prior 
to the Effective Time, each party to this Agreement shall deliver 
to the other, as soon as available but in no event later than 45 
days after the end of each fiscal quarter (or 90 days after the 
end of a fiscal year), a consolidated balance sheet as of the 
last day of such fiscal period and the consolidated statements of 
income, stockholders' equity and cash flows of such party and its 
subsidiaries for the fiscal period then ended prepared in 
accordance with generally accepted accounting principles and the 
requirements of Form 10-Q (or Form 10-K as the case may be) under 
the Exchange Act.  Prior to the Effective Time, each party to 
this Agreement shall deliver to the other, as soon as available, 
a copy of each  form, report and other document filed by such 
party with the SEC.

     Section 5.12. Supplements to Disclosure Letters.  From time 
to time prior to the Effective Time, Premenos and Harbinger will 
each promptly supplement or amend the respective disclosure 
letters which they have delivered pursuant to this Agreement with 
respect to any matter arising after the date of this Agreement 
which, if existing or occurring at the date of this Agreement, 
would have been required to be set forth or described in any such 
disclosure letter or which is necessary to correct any 
information in any such disclosure letter which has been rendered 
inaccurate by such matter.  No supplement or  amendment to any 
such disclosure letter shall have any effect for the purpose of 
determining satisfaction of the conditions set forth in 
Sections 6.2(a) or 6.3(a).

     Section 5.13. Pooling of Interests Accounting.  Except for 
other actions specifically permitted to be taken hereunder and 
from and after the date of this Agreement and until the Effective 
Time, neither Harbinger nor Premenos nor any of their respective 
subsidiaries or other affiliates shall take, or fail to take, any 
action that would jeopardize the treatment of Harbinger's 
acquisition of Premenos as a "pooling of interests" for 
accounting purposes.  Following the Effective Time, Harbinger 
shall use its reasonable efforts to conduct the business of 
Harbinger in a manner that would not jeopardize the 
characterization of the Merger as a "pooling of interests" for 
accounting purposes.

                            Page 43
<PAGE>

     Section 5.14. Accountant's Review Report.  Premenos agrees 
to exercise reasonable efforts to cause Coopers & Lybrand to
deliver to Harbinger prior to the filing of the Registration 
Statement a limited review report covering the unaudited 
financial statements of Premenos included in the Registration 
Statement in form and substance reasonably acceptable to 
Harbinger (the "Coopers & Lybrand Review Report").

     Section 5.15. Indemnification of Premenos Directors and 
Officers.

     (a) Harbinger and the Surviving Corporation agree that the 
indemnification obligations set forth in Premenos's Certificate 
of Incorporation and Bylaws, in each case as of the date hereof, 
shall survive the Merger and shall not be amended, repealed or 
otherwise modified for a period of six (6) years after the 
Effective Time in any manner that would adversely affect the 
rights thereunder of the individuals who on or prior to the 
Effective Time, were directors, officers, employees or agents of 
Premenos or any of its subsidiaries.

     (b) After the Effective Time, Harbinger and the Surviving 
Corporation shall, to the fullest extent permitted under 
applicable law, indemnify and hold harmless, each present and 
former director or officer of Premenos and each of its 
subsidiaries and each such person who served at the request of 
Premenos or any of its subsidiaries as a director, officer, 
trustee, partner, fiduciary, employee or agent of Premenos or any 
of its subsidiaries or of another corporation, partnership, joint 
venture, trust, pension or other employee benefit plan or 
enterprise (collectively, the "Indemnified Parties") against all 
costs and expenses (including reasonable attorneys' fees), 
judgments, fines, losses, claims, damages, liabilities and 
settlement amounts paid in connection with any claim, action, 
suit, proceeding or investigation (whether arising before or 
after the Effective Time), whether civil, administrative or 
investigative, arising out of or pertaining to any action or 
omission in their capacity as an officer, director, employee, 
agent or other person to whom this Section 5.15 applies, in each 
case occurring before the Effective Time (including the 
transactions contemplated by this Agreement).

     (c) In the event Harbinger or the Surviving Corporation or 
any of their respective successors or assigns (i) consolidates 
with or merges into any other person and shall not be the 
continuing or surviving corporation or entity in such 
consolidation or merger, or (ii) transfers all or substantially 
all of its properties to any person, then, and in each case, 
proper provision shall be made so that the successors and assigns 
of Harbinger or the Surviving Corporation, as the case may be, 
honor the indemnification obligations set forth in this Section 
5.15.

     (d) The obligations of Harbinger and the Surviving 
Corporation under this Section 5.15 shall not be terminated or 
modified in such a manner as to adversely affect any director, 
officer, employee, agent or other person to whom this Section 
5.15 applies without the consent of such affected director, 
officer, employee, agent or other person (it being expressly 
agreed that each such director, officer, employee, agent or other 
person to whom this Section 5.15 applies shall be a third-party 
beneficiary of this Section 5.15).

                            Page 44
<PAGE>

     Section 5.16. Harbinger Board of Directors.  Harbinger shall 
take all actions reasonably necessary to elect David Hildes to 
Harbinger's Board of Directors in the class of directors with the 
longest unexpired term at the time of his election, such election 
to be effective as of the Effective Time.  If the unexpired term 
of the class of directors to which David Hildes is elected is 
less than one year, then Harbinger agrees to use its reasonable, 
best efforts to (i) nominate David Hildes for election as a 
director at the next annual meeting of Harbinger's shareholders 
and (ii) recommend his election to Harbinger's shareholders.

     Section 5.17. Employment.  As promptly as reasonably 
practicable after the date of this Agreement, Harbinger shall 
deliver to Premenos a list of names of key senior managers of 
Premenos that Harbinger requests to sign two-year employment 
agreements on terms which shall include customary compensation, 
non-competition, non-solicitation and non-disclosure provisions. 
 Harbinger and Premenos agree to cooperate in using their 
reasonable best efforts to cause such key senior managers to 
enter into such agreements at the Effective Time.  Harbinger 
further agrees to engage in discussions with the Chairman of 
Premenos regarding establishing an appropriate transition role 
for the Chairman of Premenos after the Effective Time and future 
business relationships between Harbinger and the Chairman of 
Premenos on terms which will include non-competition provisions 
prohibiting competition by the Chairman in the electronic data 
interchange ("EDI") and value-added networks ("VAN") businesses 
and non-solicitation and non-disclosure provisions as are 
customary in the business of Harbinger; provided that such roles 
or relationships shall not include full-time employment.  The 
Chairman of Premenos shall execute and deliver to Harbinger an 
agreement containing such non-competition, non-solicitation and 
non-disclosure provisions in a form reasonably satisfactory to 
Harbinger on or prior to the Closing Date.

     Section 5.18. Premenos Transactional Expenses.  Premenos 
agrees that the aggregate amount of fees, costs and expenses to 
be incurred by Premenos in connection with this Agreement and 
transactions contemplated hereby, including, without limitation, 
the fees, costs and expenses of financial advisors, accountants 
and counsel shall not exceed Two Million Three Hundred Thousand 
Dollars ($2,300,000).  Premenos further agrees to periodically 
apprise Harbinger of the aggregate amount of the transaction fees 
and expenses incurred and anticipated to be incurred in 
connection with this Agreement and the matters contemplated 
hereby.

     Section 5.19. Severance. Harbinger agrees to honor the 
severance policy of Premenos set forth in the Premenos Disclosure 
Letter with respect to any Premenos employees whose employment is 
terminated during the twelve (12) month period following the 
Effective Time.

     Section 5.20. Premenos Stock.  Premenos will cause holders 
of Old Options representing at least 95% of the shares of 
Premenos Common Stock issuable pursuant to Old Options to execute 
and deliver to Harbinger prior to the Closing option assumption 
agreements

                            Page 45
<PAGE>

in form mutually satisfactory to Harbinger and 
Premenos to effect the conversion of such Old Options to 
Harbinger Options as contemplated in Section 2.3.

     Section 5.21. Minority Interest.  Premenos shall use its 
reasonable best efforts to effectuate the share exchanges with
the stockholders of Premenos Corp. as set forth in the Premenos
Disclosure Letter as quickly as reasonably practicable, and such 
share exchanges shall become effective and there shall be no 
further minority interests in Premenos Corp. on the Closing Date.


                            Page 46
<PAGE>

                            ARTICLE 6.

                            CONDITIONS


     Section 6.1. Conditions to Each Party's Obligations.  The 
respective obligations of each party to effect the Merger shall 
be subject to the fulfillment at or prior to the Closing of each 
of the following conditions:

     (a) Premenos Stockholder Approval.  The Merger, this 
Agreement and the transactions contemplated by this Agreement 
shall have been approved at the meeting of Premenos Stockholders 
duly called and held in accordance with the DGCL by the holders 
of a majority of the outstanding shares of Premenos Common Stock 
having the right to vote on such matters.

     (b) Harbinger Shareholder Approval.  The Merger, this 
Agreement and the transactions contemplated by this Agreement, 
including the issuance of shares of Harbinger Common Stock 
pursuant to the Merger and the amendment of the Harbinger 1996 
Stock Option Plan increasing the number of shares of Harbinger 
Common Stock available for grant thereunder to facilitate the 
conversion of the Old Options as contemplated in Section 2.3 
shall have been approved at the Harbinger Shareholders Meeting 
duly called and held in accordance with the Georgia Business 
Corporation Code ("GBCC") by the holders of a majority of the 
outstanding shares of Harbinger Common Stock having the right to 
vote on such matters.

     (c) Injunction.  At the Effective Time there shall be no 
effective injunction, writ or preliminary restraining order or 
any order of any nature issued by a court or governmental agency 
of competent jurisdiction to the effect that the Merger may not 
be consummated as provided in this Agreement, no proceeding or 
lawsuit shall have been commenced by any governmental or 
regulatory agency for the purpose of obtaining any such 
injunction, writ or preliminary restraining order and no written 
notice shall have been received from any such agency indicating 
an intent to restrain, prevent, materially delay or restructure 
the transactions contemplated by this Agreement.

     (d) Tax Opinion.  Premenos and Harbinger shall each have 
received a written opinion of King & Spalding concerning certain 
federal income tax consequences of the Merger, substantially in 
the form attached as Exhibit 6.1(d).

     (e) Registration Statement.  The Registration Statement 
shall be effective under the Securities Act and no stop order 
suspending the effectiveness of the Registration Statement shall 
be in effect and no proceedings for such purpose, or under the 
proxy rules of the SEC pursuant to the Exchange Act and with 
respect to the

                            Page 47
<PAGE>

transactions contemplated by this Agreement, shall 
be pending before or threatened by the SEC.  All applicable state 
securities laws shall have been complied with in connection with 
the issuance of Harbinger Common Stock to be issued pursuant to 
the Merger, and no stop order suspending the effectiveness of any 
qualification or registration of such Harbinger Common Stock 
under such state securities laws shall have been issued and 
pending or threatened by the authorities of any such state.  The 
joint proxy statement/prospectus that comprises part of the 
Registration Statement shall have been mailed or sent to Premenos 
Stockholders and Harbinger shareholders not less than twenty 
business days prior to the meetings described in Section 6.1(a) 
and Section 6.1(b), respectively, as the term "business days" is 
defined for purposes of Form S-4 under the Securities Act.

     (f) Pooling.  Harbinger shall have been advised in writing, 
as of the Effective Time, by KPMG Peat Marwick that, in 
accordance with generally accepted accounting principles, the 
Merger qualifies to be treated as a "pooling of interests" for 
accounting purposes.  Premenos shall have been advised in 
writing, as of the Effective Time, by Coopers & Lybrand that, 
based on inquiries and their examination of the financial 
statements of Premenos, they believe that the criteria for 
pooling accounting treatment relative to Premenos has been 
satisfied.

     (g) The Nasdaq National Market Additional Shares 
Notification.  The Harbinger Common Stock to be issued pursuant 
to this Agreement shall have been approved for listing on The 
Nasdaq National Market, subject only to official notice of 
issuance by Harbinger.

     (h) HSR Act.  The applicable waiting periods shall have 
expired or been terminated early under the HSR Act.

     Section 6.2. Conditions to Obligations of Harbinger.  The 
obligation of Harbinger to effect the Merger shall be subject to 
the fulfillment at or prior to the Closing of each of the 
following additional conditions:

     (a) Representations and Warranties.  The representations and 
warranties of Premenos set forth in Article 3 of this Agreement 
shall be true and correct as of the date of this Agreement and as 
of the Effective Time as though made on and as of the Effective Time.

     (b) Performance of Obligations of Premenos.  Premenos shall 
have performed in all material respects all covenants and 
agreements required to be performed by it under this Agreement.

                            Page 48
<PAGE>

     (c) Opinion of Premenos Counsel.  Harbinger shall have 
received an opinion of Bryan Cave LLP, dated the Closing Date, 
substantially in the form attached as Exhibit 6.2(c).

     (d) Authorization of Merger.  All corporate action necessary 
by Premenos to authorize the execution, delivery and performance 
of this Agreement and the consummation of the transactions 
contemplated by this Agreement shall have been duly and validly 
taken.

     (e) Consents.  All consents, authorizations, orders and 
approvals of (or filings or registrations with) any governmental 
commission, board or other regulatory body required in connection 
with the execution, delivery and performance of this Agreement 
shall have been obtained or made, except for filing of the 
Delaware Certificate of Merger and any other documents required 
to be filed after the Effective Time and except where the failure 
to have obtained or made any such consent, authorization, order, 
approval, filing or registration would not have a material 
adverse effect on the business of Harbinger and Premenos 
following the Effective Time.

     (f) Certificates.  Premenos shall have furnished Harbinger 
with a certificate of its appropriate officers as to compliance 
with the conditions set forth in Sections 6.2(a), (b) and (d).

     (g) Accountant's Review Report and Letter.  Harbinger shall 
have received: (i) the Coopers & Lybrand Review Report in 
accordance with Section 5.14 and (ii) a letter from  Coopers & 
Lybrand dated the effective date of the Registration Statement 
under the Securities Act, with respect to certain financial and 
statistical information concerning Premenos included in the 
Registration Statement in form and substance customary in 
transactions of the nature of the Merger.

     (h) Material and Client Contracts.  Harbinger shall have 
received consents to assignment of all Premenos Material 
Contracts or written waivers of the provisions of any Premenos 
Material Contracts requiring the consents of third parties as set 
forth in the Premenos Disclosure Letter except where the failure 
to have received any such consent would not have a material 
adverse effect on the business of Harbinger and Premenos 
following the Effective Time.

     (i) Resignation Letters. Each of the directors of Premenos 
shall have tendered to Harbinger resignation letters in form and 
substance reasonably acceptable to Harbinger on or prior to the 
Closing Date, such resignations to be effective immediately 
following the Closing Date.

                            Page 49
<PAGE>

     Section 6.3. Conditions to Obligations of Premenos.  The 
obligation of Premenos to effect the Merger shall be subject to 
the fulfillment at or prior to the Closing of each of the 
following additional conditions:

     (a) Representations and Warranties.  The representations
         and warranties of Harbinger set forth in Article 4 of
         this Agreement shall be true and correct as of the
         date of this Agreement and as of the Effective Time
         as though made on and as of the Effective Time.

     (b) Performance of Obligations by Harbinger.  Harbinger
         shall have performed in all material respects all
         covenants and agreements required to be performed by
         it under this Agreement.

     (c) Opinion of Harbinger Counsel.  Premenos shall have
         received an opinion of King & Spalding, counsel to
         Harbinger,substantially in the form of Exhibit 6.3(c).

     (d) Authorization of Merger.  All corporate action necessary
         by Harbinger to authorize the execution, delivery and
         performance of this Agreement and the consummation of
         the transactions contemplated by this Agreement shall
         have been duly and validly taken.

     (e) Consents.   All consents, authorizations, orders and
         approvals of (or filings or registrations with) any
         governmental commission, board or other regulatory body
         required in connection with the execution, delivery and
         performance of this Agreement shall have been obtained
         or made, except for filing of the Delaware Certificate
         of Merger and any other documents required to be filed
         after the Effective Time and except where the failure
         to have obtained or made any such consent, authorization,
         order, approval, filing or registration would not have
         a material adverse effect on the business of Harbinger
         and Premenos following the Effective Time.

     (f) Certificates.  Harbinger shall have furnished Premenos
         with a certificate of its appropriate officers as to
         compliance with the conditions set forth in Sections
         6.3(a), (b) and (d).

     (g) Harbinger shall have executed and delivered the
         registration rights agreement substantially in the form
         of Exhibit 6.3(g).  

                            Page 50
<PAGE>

                         ARTICLE 7.

                          CLOSING


     The consummation of the transactions contemplated by this 
Agreement is referred to as the "Closing."  The "Closing Date" is 
the date on which the Closing occurs.  The Closing shall occur as 
soon as possible following the Harbinger and Premenos 
stockholders meetings described in Section 5.5 as is reasonably 
practicable and in any event within three business days of the 
satisfaction or waiver of the other conditions set forth in 
Article 6.  The Closing shall take place at the offices of King & 
Spalding, 191 Peachtree Street, Atlanta, Georgia, or at such 
other place as Premenos and Harbinger may mutually agree.

                            Page 51
<PAGE>

                            ARTICLE 8.

                           TERMINATION

     Section 8.1.  Termination and Abandonment.  This Agreement 
may be terminated at any time prior to the Closing Date, whether 
before or after approval by the shareholders and stockholders of 
Harbinger and Premenos, respectively:

     (a) by mutual agreement of the Boards of Directors of 
Harbinger and Premenos;

     (b) by Harbinger, if the conditions set forth in Sections 
6.1 and 6.2 are not complied with or performed and such 
noncompliance or nonperformance has not been cured or eliminated 
(or by its nature cannot be cured or eliminated) by Premenos on 
or before March 31, 1998; and

     (c) by Premenos, if the conditions set forth in Sections 6.1 
and 6.3 are not complied with or performed and such noncompliance 
or nonperformance has not been cured or eliminated (or by its 
nature cannot be cured or eliminated) by Harbinger on or before 
March 31, 1998;

     (d) by Harbinger or Premenos if, at the Harbinger 
Shareholders Meeting or the Premenos Stockholders Meeting 
(including any adjournment or postponement thereof), the 
requisite vote of the stockholders in favor of this Agreement and 
the Merger shall not have been obtained; provided, however, that 
the right to terminate this Agreement under this Section 8.1(d) 
shall not be available to any party which has not complied with 
its obligations under Section 5.5;

     (e) by Harbinger if, (i) the Board of Directors of Premenos 
shall have withdrawn or modified its recommendation of this 
Agreement or the Merger in a manner adverse to Harbinger or shall 
have resolved or publicly announced or disclosed to any third 
party its intention to do so, (ii) an Alternative Transaction 
involving Premenos shall have taken place or the Board of 
Directors of Premenos shall have recommended such an Alternative 
Transaction (or a proposal or offer therefor) to the stockholders 
of Premenos or shall have resolved or publicly announced or 
disclosed to any third party its intention to recommend or engage 
in such an Alternative Transaction, or (iii) a tender offer or 
exchange offer for twenty percent (20%) or more of the 
outstanding shares of Premenos Common Stock shall have been 
commenced or a registration statement with respect thereto shall 
have been filed (other than by Harbinger or an affiliate 
thereof), and the Board of Directors of Premenos shall have (A) 
recommended (or shall have resolved or publicly announced or 
disclosed to any third party its intention to recommend) that the 

                            Page 52
<PAGE>

stockholders of Premenos tender their shares in such tender or 
exchange offer or (B) resolved or publicly announced or disclosed 
to any third party its intention to take no position with respect 
to such tender or exchange offer;

     (f) by Premenos if, the Board of Directors of Harbinger 
shall have withdrawn or modified its recommendation of this 
Agreement or the Merger in a manner adverse to Premenos or shall 
have resolved or publicly announced or disclosed to any third 
party its intention to do so; 

     (g) by Harbinger, if the Board of Directors of Harbinger 
shall have determined to withdraw its recommendation of this 
Agreement or the Merger in accordance with Section 5.5(b) hereof;

     (h) by Premenos, if the Board of Directors of Premenos shall 
have withdrawn its recommendation of this Agreement or the Merger 
in accordance with Section 5.5(c);

     (i) by Premenos, if Harbinger breaches the covenant set 
forth in Section 5.2(c) hereof; and

     (j) by Harbinger if either David Hildes or Lew Jenkins sells 
any shares of Premenos Common Stock subject to the Proxy 
Agreements on or prior to the Closing Date.

     Section 8.2. Specific Performance and Other Remedies.  The 
parties each acknowledge that the rights of each party to 
consummate the transactions contemplated by this Agreement are 
special, unique and of extraordinary character, and that, if any 
party violates or fails or refuses to perform any covenant or 
agreement made by it in this Agreement, the non-breaching party 
may be without an adequate remedy at law.  The parties each 
agree, therefore, that if either party violates or fails or 
refuses to perform any covenant or agreement made by such party 
in this Agreement, the non-breaching party or parties may, 
subject to the terms of this Agreement and in addition to any 
remedies at law for damages or other relief, institute and 
prosecute an action in any court of competent jurisdiction to 
enforce specific performance of such covenant or agreement or 
seek any other equitable relief.

     Section 8.3. Effect of Termination.  In the event of 
termination of this Agreement pursuant to this Article 8, this 
Agreement shall forthwith become void and there shall be no 
liability on the part of any party or its respective officers, 
directors or shareholders or stockholders, as applicable, except 
for obligations under Section 5.3(b), Section 5.10, Section 8.4, 
and this Section, all of which shall survive the termination.  
Notwithstanding the foregoing, nothing contained in this Section 
8.3 shall relieve any party from liability for any breach of any 
covenant or agreement in this Agreement.

                            Page 53
<PAGE>

Section 8.4. Fees and Expenses 

     (a) Except as set forth in this Section 8.4 and in Section 
2.5(a), all fees and expenses incurred in connection with this 
Agreement and the transactions contemplated hereby shall be paid 
by the party incurring such expenses, whether or not the Merger 
is consummated; provided, however, that Harbinger and Premenos 
shall share equally all fees and expenses, other than attorneys' 
and accounting fees and expenses, incurred in relation to the 
printing and filing of the Proxy Statement and the Registration 
Statement and any amendments or supplements thereto and the fees 
required to be paid in connection with filing(s) required under 
the HSR Act in connection with the transactions contemplated by 
this Agreement.

     (b) If this Agreement is terminated (i) by Harbinger 
pursuant to Section 8.1(e), (ii) by Premenos pursuant to Section 
8.1(h), (iii) by Harbinger pursuant to Section 8.1(d) as a result 
of the failure to receive the requisite vote for approval of this 
Agreement and the Merger at the Premenos Stockholders Meeting and 
at the time of the Premenos Stockholders Meeting an Alternative 
Transaction involving Premenos shall have been announced which 
shall not have been absolutely and unconditionally withdrawn and 
abandoned, or (iv) by Harbinger pursuant to Section 8.1(j), then 
Premenos shall pay to Harbinger a termination fee of Four Million 
Dollars ($4,000,000) in cash (the "Harbinger Termination Fee") to 
reimburse and compensate Harbinger for its time, expenses and 
lost opportunity costs of pursuing the Merger, which Harbinger 
Termination Fee shall be paid to Harbinger within two (2) days of 
the termination of this Agreement pursuant to such Sections.  If 
Premenos shall enter into a definitive agreement to consummate an 
Alternative Transaction within one (1) year of the payment of the 
Harbinger Termination Fee, then Premenos shall pay to Harbinger 
the Harbinger Topping Fee, which fee shall be payable in cash and 
shall be paid within two (2) days of Premenos's having entered 
into such definitive agreement to consummate an Alternative 
Transaction.  The Harbinger Topping Fee shall be equal to the 
product obtained by multiplying (a) twenty five percent (25%), by 
(b) the Incremental Value, but in no case shall the Harbinger 
Topping Fee be less than Four Million Dollars ($4,000,000).  The 
Incremental Value shall be equal to the amount by which the 
Alternative Transaction Value shall exceed the Merger Transaction 
Value.  The Alternative Transaction Value shall mean the 
aggregate value of the Alternative Transaction to the 
stockholders of Premenos, valued as of the date of the definitive 
agreement relating to such Alternative Transaction and calculated 
in accordance with generally recognized and accepted valuation 
methodologies employed by nationally recognized investment 
banking firms for valuing comparable transactions.  The Merger 
Transaction Value shall mean the aggregate value of the Merger to 
the stockholders of Premenos, valued as of the date of the 
termination of this Agreement and calculated in accordance with 
generally recognized and accepted valuation methodologies 
employed by nationally recognized investment banking firms for 
valuing comparable transactions.  In the event that the parties 
do not agree as to the Alternative Transaction Value or the 
Merger Transaction Value, Harbinger and Premenos shall negotiate 
with one another in good faith for a period of ten days to 
resolve such dispute.  If, after the expiration of such ten-day 
period, the parties do not agree as to the Alternative 
Transaction Value

                            Page 54
<PAGE>

or the Merger Transaction Value, Harbinger and 
Premenos shall each engage a nationally-recognized investment 
banking firm to calculate the Alternative Transaction Value or 
the Merger Transaction Value, or both, as the case may be.  In 
the event that such investment banking firms do not agree as to 
such disputed valuation(s) after 30 days, such firms shall 
together appoint a third nationally-recognized investment banking 
firm to resolve such dispute by calculating the disputed 
valuation(s).  The calculation of such third investment banking 
firm shall be conclusive as to the disputed valuation(s).  Each
party shall bear the fees and expenses of the investment banking 
firm engaged by it pursuant to this Section, and the fees and 
expenses of a third investment banking firm, if necessary, shall 
be borne equally by Harbinger and Premenos.

     (c) If this Agreement is terminated (i) by Premenos pursuant 
to Section 8.1(f) or (ii) by Harbinger pursuant to 8.1(g), then 
Harbinger shall pay to Premenos a termination fee of Four Million 
Dollars ($4,000,000) in cash (the "Premenos Termination Fee") to 
reimburse and compensate Premenos for its time, expenses and lost 
opportunity costs of pursuing the Merger, which Premenos 
Termination Fee shall be paid to Premenos within two (2) days of 
the termination of this Agreement pursuant to such Sections.

     (d) As used in this Agreement, an "Alternative Transaction" 
shall mean (i) a transaction or series of transactions pursuant 
to which any person or group (as such term is defined under the 
Exchange Act) other than Harbinger, Premenos or any affiliate 
thereof as of the date hereof (a "Third Party") acquires or would 
acquire (upon completion of such transaction or series of 
transactions) shares (or securities exercisable for or 
convertible into shares) representing more than fifty percent 
(50%) of the outstanding shares of Premenos Common Stock, 
pursuant to a tender offer or exchange offer or otherwise, (ii) a 
merger, consolidation, share exchange or other business 
combination involving Premenos or any of its subsidiaries, upon 
completion of such merger, consolidation, share exchange or other 
business combination such Third Party owns or would own more than 
fifty percent (50%) of the outstanding equity securities of 
Premenos or any of its subsidiaries or the entity surviving such 
merger or business combination or resulting from such 
consolidation, (iii) any other transaction or series of 
transactions pursuant to which any Third Party acquires or would 
acquire (upon completion of such transaction or series of 
transactions) control of assets of Premenos or any of its 
subsidiaries (including, for this purpose, outstanding equities 
securities of Premenos's subsidiaries) having a fair market value 
equal to or more than fifty percent (50%) of the fair market 
value of all consolidated assets of Premenos and its subsidiaries 
immediately prior to such transaction or series of transactions, 
or (iv) any transaction or series of transactions pursuant to 
which any Third Party acquires or would acquire (upon completion 
of such transaction or series of transactions) control of the 
Board of Directors of Premenos or by which nominees of any Third 
Party are (or would be) elected or appointed to a majority of the 
seats on the Board of Directors of Premenos.

     (e) In no event shall Harbinger or Premenos, as the case may 
be, be required to pay any fee pursuant to this Section 8.4 if, 
immediately prior to the applicable termination of this 

                            Page 55
<PAGE>

Agreement, the party that otherwise would be entitled to receive 
such fee pursuant to this Section 8.4 was in material breach of 
any of its obligations under this Agreement.

     (f) If one party fails to promptly pay to the other any fee 
or expense due hereunder, the defaulting party shall pay the 
costs and expenses (including reasonable attorneys' fees and 
expenses) in connection with any action, including the filing of 
any lawsuit or other legal action, taken to collect payment, 
together with interest on any unpaid fee at the publicly 
announced prime rate of First Union National Bank of North 
Carolina from the date such fee was required to be paid.

                            Page 56
<PAGE>

                           ARTICLE 9.

                   MISCELLANEOUS PROVISIONS


     Section 9.1.  Notices.  Each notice, communication and 
delivery under this Agreement must be made in writing signed by 
the party making the same, must specify the Section pursuant to 
which it is given or being made, and must be delivered personally 
or by telecopy transmission, by recognized overnight courier or 
sent by registered or certified mail or by any express mail 
service (with postage and other fees prepaid) as follows:

To Harbinger:         Harbinger Corporation
                      1055 Lenox Park Boulevard
                      Atlanta, Georgia   30319-5309
                      Attn: C. Tycho Howle
Telecopy No.:         (404) 848-2861

with a copy to:       King & Spalding
                      191 Peachtree Street
                      Atlanta, Georgia   30303
Attn:                 William R. Spalding, Esq.
Telecopy No.:         (404) 572-5145

To Premenos:         Premenos Technology Corp.
                     1000 Burnett Avenue
                     Concord, California 94520
                     Attn: Lew Jenkins
Telecopy No.:        (510) 825-9184

with a copy to:      Bryan Cave LLP
                     245 Park Avenue
                     New York, New York 10167
                     Attn: Stephan Mallenbaum, Esq.  
Telecopy No.:        (212) 692-1900

or to such other representative or at such other address of a
party as such party may furnish to the other parties in writing.

     Section 9.2.  Disclosure Letters and Exhibits.  The Premenos 
Disclosure Letter and the Harbinger Disclosure Letter and all 
Exhibits are hereby incorporated into this Agreement and are made 
a part  of this Agreement as if set out in full in this 
Agreement.

                            Page 57
<PAGE>

     Section 9.3. Assignment; Successors in Interest.  No 
assignment or transfer by Harbinger, HarbingerSub or Premenos of 
their respective rights and obligations under this Agreement 
prior to the Closing shall be made except with the prior written 
consent of the other parties.  This Agreement shall be binding 
upon and shall inure to the benefit of the parties and their 
permitted successors and assigns, and any reference to a party 
shall also be a reference to a permitted successor or assign.

     Section 9.4. Investigations; Representations and Warranties. 
The representations and warranties of Harbinger and Premenos set 
forth in this Agreement shall terminate immediately after 
Closing.  The covenants and agreements of each of Harbinger, 
HarbingerSub and Premenos set forth in this Agreement and the 
exhibits to this Agreement shall survive the Closing and shall 
remain in full force and effect until performed or satisfied by 
the applicable party responsible for the same in this Agreement 
or the exhibits to this Agreement.  The respective 
representations and warranties of Harbinger, HarbingerSub and 
Premenos contained in this Agreement or in any certificate, or 
other document delivered by any party prior to Closing shall not 
be deemed waived or otherwise affected by any investigation made 
by a party.

     Section 9.5. Number; Gender.  Whenever this Agreement so 
requires, the singular number shall include the plural and the 
plural shall include the singular, and the gender of any pronoun 
shall include the other genders.

     Section 9.6. Captions.  The titles, captions and table of 
contents contained in this Agreement are inserted herein only as 
a matter of convenience and for reference and in no way define, 
limit, extend or describe the scope of this Agreement or the 
intent of any provision of this Agreement.  Unless otherwise 
specified to the contrary, all references to Articles and 
Sections are references to Articles and Sections of this 
Agreement and all references to Exhibits are references to 
Exhibits to this Agreement and the Premenos Disclosure Letter and 
the Harbinger Disclosure Letter.

     Section 9.7. Controlling Law; Integration; Amendment.

     (a) This Agreement shall be governed by and construed and 
enforced in accordance with the internal laws of the State of 
Delaware without reference to Delaware's choice of law rules and 
the parties agree that any legal proceeding instituted with 
respect to this Agreement shall be brought exclusively in any 
state or federal court in the State of Delaware and the parties 
submit to personal jurisdiction therein and agree that venue 
properly lies in any such court in the State of Delaware.  This 
Agreement supersedes all negotiations,  agreements and 
understandings among the parties with respect to the subject 
matter of this Agreement and constitutes the entire agreement 
among the parties. 

     (b) This Agreement may not be amended, modified or 
supplemented except by written agreement of the parties.

                            Page 58
<PAGE>

     Section 9.8. Premenos and Harbinger Knowledge.  As used in 
this Agreement, the terms "the best knowledge of Premenos," 
"known to Premenos" or words of similar import used herein with 
respect to Premenos shall mean the actual knowledge of any 
Premenos Executive, together with the knowledge a reasonable 
business person would have obtained after making reasonable 
inquiry and after exercising reasonable diligence with respect to 
the matters at hand.  The "Premenos Executives" shall consist of 
Messrs. Lew Jenkins, David Hildes, Timothy A. Dreisbach, and H. 
Ward Wolff.  As used in this Agreement, the terms "the best 
knowledge of Harbinger," "known to Harbinger" or words of similar 
import used herein with respect to Harbinger shall mean the 
actual knowledge of any Harbinger Executive, together with the 
knowledge a reasonable business person would have obtained after 
making reasonable inquiry and after exercising reasonable 
diligence with respect to the matters at hand.  The "Harbinger 
Executives" shall consist of Messrs. C. Tycho Howle, 
David T. Leach, James C. Davis and Joel G. Katz.

     Section 9.9. Severability.  Any provision of this Agreement 
which is prohibited or unenforceable in any jurisdiction will, as 
to such jurisdiction, be ineffective to the extent of such pro-
hibition or unenforceability without invalidating the remaining 
provisions of this Agreement, and any such prohibition or 
unenforceability in any jurisdiction will not invalidate or 
render unenforceable such provision in any other jurisdiction.  
To the extent permitted by law, the parties waive any provision 
of law which renders any such provision prohibited or 
unenforceable in any respect.

     Section 9.10. Counterparts.  This Agreement may be executed 
in two or more counterparts, each of which shall be deemed an 
original, and it shall not be necessary in making proof of this 
Agreement or the terms hereof to produce or account for more than 
one of such counterparts.

     Section 9.11. Enforcement of Certain Rights.  Nothing 
expressed or implied in this Agreement is intended, or shall be 
construed, to confer upon or give any person, firm or corporation 
other than the parties, and their permitted successors or 
assigns, any rights, remedies, obligations or liabilities under 
or by reason of this Agreement, or result in such person, firm or 
corporation being deemed a third party beneficiary of this 
Agreement.

     Section 9.12. Waiver.  At any time prior to the Effective 
Time, the parties, by or pursuant to action taken by their 
respective Boards of Directors, may, to the extent legally 
permitted:  (i) extend the time for the performance of any of the 
obligations or other acts of any other party; (ii) waive any 
inaccuracies in the representations or warranties of any other 
party contained in this Agreement or in any document or 
certificate delivered pursuant to this Agreement; (iii) waive 
compliance or performance by any other party with any of the 
covenants, agreements or obligations of such party contained in 
this Agreement; and (iv) waive the satisfaction of any condition 
that is precedent to  the performance by the party so waiving 

                            Page 59
<PAGE>

of any of its obligations under this Agreement.  Any agreement on 
the part of a party to any such extension or waiver shall be 
valid only if set forth in an instrument in writing signed on 
behalf of such party.  A waiver by one party of the performance 
of any covenant, agreement, obligation, condition, representation 
or warranty shall not be construed as a waiver of any other 
covenant, agreement, obligation, condition, representation or 
warranty.  A waiver by any party of the performance of any act 
shall not constitute a waiver of the performance of any other act 
or an identical act required to be performed at a later time.

     Section 9.13. Merger.  Harbinger, HarbingerSub and Premenos
each acknowledges and agrees that it has not relied on, or been 
induced to enter into this Agreement on account of, any 
representation or warranty of any kind, whether oral or written, 
express or implied, except for such representations and 
warranties of Harbinger, HarbingerSub and Premenos as are set 
forth in this Agreement.

                            Page 60
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be 
duly executed, as of the date first above written.


                                   HARBINGER CORPORATION
[Corporate Seal]

Attest:                            By:    /s/ James C. Davis
                                          -------------------------------------
                                   Title: President and Chief Operating Officer
                                          ----------------------------------
By:     /s/Joel G. Katz 
        ------------------------
Title:  Secretary
        ------------------------



                                   OLYMPIC SUBSIDIARY CORPORATION
[Corporate Seal]

Attest:                            By:    /s/ James C. Davis
                                          -------------------------------------
                                   Title: President and Chief Operating Officer
                                          ----------------------------------
By:     /s/Joel G. Katz 
        ------------------------
Title:  Secretary
        ------------------------


                                    PREMENOS TECHNOLOGY CORP.
[Corporate Seal]

Attest:                             By:     /s/ Lew Jenkins
                                            ----------------------------------
                                    Title:  Chairman of the Board of Directors
                                            ----------------------------------
By:     /s/Dale W. Marquart 
        ------------------------
Title:  General Counsel          
        ------------------------