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                                                                      Exhibit 99

                              CAUTIONARY STATEMENT

Carleton Corporation (the "Company" or "we"), or persons acting on behalf of the
Company, or outside reviewers retained by the Company making statements on
behalf of the Company, or underwriters, from time to time, may make, in writing
or orally, "forward-looking statements" as defined under the Private Securities
Litigation Reform Act of 1995 (the "Act"). This Cautionary Statement is for the
purpose of qualifying for the "safe harbor" provisions of the Act and is
intended to be a readily available written document that contains factors which
could cause results to differ materially from those projected in such
forward-looking statements. These factors are in addition to any other
cautionary statements, written or oral, which may be made or referred to in
connection with any such forward-looking statement.

The following matters, among others, may have a material adverse effect on the
business, financial condition, liquidity, results of operations or prospects,
financial or otherwise, of the Company. Reference to this Cautionary Statement
in the context of a forward-looking statement shall be deemed to be a statement
that any one or more of the following factors may cause actual results to differ
materially from those which might be projected, forecast, estimated or budgeted
by the Company in such forward-looking statement or statements:

SIGNIFICANT OPERATING LOSSES

          WE HAVE RECENTLY EXPERIENCED SIGNIFICANT OPERATING LOSSES. We acquired
Carleton Corporation, a provider of advanced data warehousing solutions, in
October 1997, and began refocusing our business. We have experienced substantial
operating losses since that time. During the quarter and nine months ended
December 27, 1998, we had losses of $1,304,000 and $4,936,000, respectively.
During these periods, our revenues were $1,401,000 and $3,730,000, respectively.
We expect to continue to incur net operating losses at least through the end of
the fiscal year ending March 28, 1999. In order to achieve profitability, we
must significantly increase our product sales. We cannot assure you that we will
be able to increase revenues or achieve profitability.

MARKET ACCEPTANCE OF PRODUCTS

          WE NEED TO ACHIEVE GREATER MARKET AWARENESS AND ACCEPTANCE FOR OUR
PRODUCTS. Our products are relatively new and not widely known. We must improve
product functionality and features, build sales momentum, broaden business
partner alliances and continue to increase marketing promotion. Although we have
made progress in these areas, our products have not been widely accepted in the
marketplace. We cannot assure you that our products will achieve widespread
market acceptance.
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          WE DEPEND ON A LIMITED NUMBER OF PRODUCTS FOR MOST OF OUR REVENUES.
Because we depend on a limited number of products, our revenues may decrease if:

          o  Our products are incompatible with our customers' hardware systems
             or software applications.
          o  Our products become obsolete.
          o  Our products receive negative publicity or evaluations.
          o  We are unable to keep up with our competitors in the development
             and marketing of improved versions of our products.

WORKING CAPITAL

          OUR WORKING CAPITAL HAS BEEN DECLINING SIGNIFICANTLY. As a result of
operating losses, our working capital declined from $8,239,000 on March 29, 1998
to $3,642,000 on December 27, 1998. We believe that our current cash position
will be adequate to fund our anticipated future operating losses, working
capital needs and required capital expenditures through the fiscal year ending
March 28, 1999. If we do not achieve profitability and generate positive cash
flow during the following fiscal year, we will not have adequate working capital
to fund our operations.

INTENSE COMPETITION IN THE SOFTWARE INDUSTRY

          WE FACE SUBSTANTIAL COMPETITION. Competition in the software industry
is intense, rapidly changing and affected by a continual stream of new product
offerings. A number of other companies offer products similar to ours, and
additional new competitors may emerge in the near future. Many of our existing
competitors have substantially greater capital resources, technical expertise,
marketing experience, research and development staffs, established customers and
facilities than we do. As a result, there is a risk that our competitors will
successfully develop similar technologies and products that will be more
appealing to our customers than our existing or future products.

          COMPETITION COULD AFFECT OUR PRICES AND MARKET SHARE. We expect
competition in our industry to increase as new companies emerge and as customers
try to meet their needs using internal resources. As a result, we may need to
decrease our prices, and our market share may not increase or may even decline.
These factors could adversely affect our financial performance.

          CONSOLIDATION IN THE INDUSTRY MAY AFFECT OUR BUSINESS. Our principal
markets are highly fragmented and consist of a few large multinational
competitors and many small, regional competitors. We expect that the software
industry will experience additional consolidation as management information
systems become more complex and sophisticated. These developments may force
smaller companies either to specialize or merge with their competitors. As a
result, we believe that we must become a larger company to compete successfully
in this market. We cannot assure you that we will be able to grow and compete
effectively.
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RAPID TECHNOLOGICAL CHANGE AND NEW PRODUCTS

          WE MUST CONTINUE TO DEVELOP NEW PRODUCTS. In our industry, technology
advances rapidly and industry standards change frequently. To remain competitive
and achieve profitability, we must:

          o  Continually enhance our current products to prevent them from
             becoming obsolete and unmarketable.
          o  Develop and introduce new products to meet the changing demands of
             our customers.
          o  Anticipate technological trends and develop products to respond to
             these trends.

In addition, our future performance will suffer if we experience delays that
prevent us from developing and marketing our products, particularly if such
delays prevent us from recovering the development expenses that we incur.

DEPENDENCE ON KEY CUSTOMERS

          WE RELY ON A SMALL GROUP OF KEY CUSTOMERS. Since we began refocusing
our business in October 1997, we have sold our products to a relatively small
number of customers. During the nine months ended December 27, 1998, each of
several customers accounted for more than 10% of our total revenues. Reductions
in orders from these or future key customers would adversely affect our
business. In addition, the timing of orders from major customers could cause
substantial fluctuations in our future results.

SOFTWARE ERRORS

          PROBLEMS WITH OUR SOFTWARE PROGRAMS MAY AFFECT OUR SALES. Our products
contain complex software programs. We cannot be sure that the tests that we run
on our products will reveal all errors or "bugs" that these programs may
contain. Any failure to detect "bugs" in current or future versions of these
programs before we release them to customers would decrease our sales and
adversely affect our future business prospects. We may also encounter
unanticipated technical problems relating to the development and servicing of
our products. Some of these problems may be beyond our financial and technical
capacity to solve. The failure to adequately address any such problems could
have a material adverse effect on our business and prospects.

PRODUCT LIABILITY

          WE COULD BE SUBJECT TO PRODUCT LIABILITY LAWSUITS. We may be found
liable if someone claims that our products are defective, provided poor service
or damaged a customer. So far we have not had any product liability claims
brought against us, but we cannot guarantee that we will be protected from
claims in the future or that the limitations on liability that we include in our
contracts or insurance policies will protect us. Our business could be adversely
affected if someone brings a product liability claim against us.
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DEPENDENCE ON INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

          WE RELY ON OUR INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS TO PROTECT
OUR PRODUCTS. It is important in our industry that intellectual property,
including new products, technologies and processes, be protected. We protect the
ownership rights in our proprietary software through a combination of U.S. and
foreign copyright, trademark and trade secret laws, as well as employee
non-disclosure and third party confidentiality agreements. Our success will
depend, in part, on whether we can obtain, use and enforce these protections and
whether we can keep our trade secrets confidential.

          OTHERS MAY INFRINGE ON OUR INTELLECTUAL PROPERTY RIGHTS. We cannot
assure you that our efforts to protect our intellectual property in the future
will be successful. For example, third parties may try to copy or
reverse-engineer our products. Similarly, our customers may take inadequate
precautions to protect our source code and other proprietary information. In
addition, many foreign countries' laws may not protect us from improper use of
our proprietary technology overseas. We may not have adequate remedies if our
intellectual property rights are breached or our trade secrets are disclosed.

          FUTURE MARKET CONDITIONS COULD RESULT IN HIGHER INTELLECTUAL PROPERTY
PROTECTION COSTS. As the number of competing products in the market increases
and many products begin to perform the same tasks, the following could occur:

          o   The number of lawsuits alleging violations of proprietary rights
              could increase. 
          o   We could incur high costs to defend against claims alleging that
              we have infringed someone's intellectual property rights.
          o   We may be required to sign royalty, licensing or other agreements
              to use other products.
          o   We may be prevented from or delayed in developing, manufacturing
              or marketing one or more of our products.

YEAR 2000

          THE YEAR 2000 PROBLEM MAY AFFECT OUR INFORMATION TECHNOLOGY SYSTEMS
AND OPERATIONS. Many currently installed computer systems and software are coded
to accept only two-digit entries in the date code fields. These date code fields
will need to accept four-digit entries to distinguish 21st century dates from
20th century dates. This problem could result in system failures or
miscalculations causing disruptions of business operations (including, among
other things, a temporary inability to process transactions, send invoices or
engage in other similar business activities). The various software packages that
we use for internal processing and to support our operations are obtained from
outside vendors. These software packages are Year 2000 compliant or are expected
to be Year 2000 compliant in the near future and made available to us under
maintenance contracts. We are also assessing Year 2000 compliance issues with
companies with which we have third party outsourcing relationships, such as
banks, insurance companies, payroll processors and telecommunications providers.
If Year 2000 compliance is not achieved with respect to our internal systems or
by our vendors, our operations could be adversely affected.
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          OUR CURRENT PRODUCTS MAY HAVE UNFORESEEN YEAR 2000 COMPLIANCE ISSUES.
We have, and continue to, take significant actions to ensure compliance with
customers' use of the Carleton family of data integration tools. We have
developed a comprehensive suite of Year 2000 tests and have performed those
tests against our products. The testing of Enterprise/Integrator 4.0, Passport
5.1 for the Mainframe, Passport 5.7 and Pure Dimension has been completed. The
products meet Carleton's Year 2000 compliance requirements except for minor
issues on Passport 5.1 release CAL215 (for which a patch is available) and
Passport 5.7.00. We believe that Passport 5.1 release CAL216 and Passport 5.7.02
should fix all identified Year 2000 compliance issues, and that these releases
should be available in February 1999. Although we believe our testing has been
extensive and rigorous, unforeseen compliance issues could arise. We would
certainly address any such issues but no assurances can be given that all issues
could be resolved or be resolved at a reasonable cost. Any unresolved Year 2000
issues could adversely affect the business.

          BUSINESS DISRUPTIONS RESULTING FROM THE YEAR 2000 PROBLEM COULD OCCUR.
Based on our assessments and current knowledge, we do not believe that, as a
result of the Year 2000 problem, we will experience any material disruptions in
our internal processes, information processing or services from outside
relationships. However, if certain critical third-party providers, such as
providers of electricity, water or telephone service, experience difficulties
resulting in disruption of service to us, we could experience a shutdown of our
facilities. We plan to develop a contingency plan to provide for continued
operations if such a disruption of service occurs. Assuming no major disruption
in service from critical third-party providers, we believe that we will be able
to manage our total Year 2000 transition without any material effect on our
business or results of operations.

INTEGRATION OF OPERATIONS FOLLOWING MERGER

          OUR MERGER WITH CARLETON CORPORATION MAY AFFECT OUR OPERATIONS. We
must continue to build on our efforts to integrate Carleton Corporation, which
we acquired in October 1997. The process of integrating management services,
administrative organizations, facilities and management information systems,
while managing a geographically expanded company, will continue to present
challenges to our management. We cannot assure you that the integration process
will ultimately be successful or that the anticipated benefits of the
acquisition will be fully realized. The dedication of management resources to
the integration process may detract attention from our day-to-day business
operations.

DEPENDENCE ON KEY PERSONNEL

          WE RELY ON A LIMITED NUMBER OF KEY MANAGEMENT PERSONNEL. Our success
is highly dependent on the efforts and abilities of our senior management. If
Robert D. Gordon, our Chairman of the Board, President and Chief Executive
Officer, or any of our other executive officers or key employees leaves us, our
business could be adversely affected. In addition, we must continue to hire and
retain skilled personnel in order to compete effectively. We compete against
larger and better-financed companies in recruitment. As a result of this
competition, it is possible that we will be unable to successfully attract and
retain skilled personnel in the future.
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DEPENDENCE ON THIRD-PARTY SUPPLIERS

          WE DEPEND ON PRODUCTS SUPPLIED BY OTHER COMPANIES. We use software
products provided by other companies. We cannot assure you that these companies
will continue to sell and support the software that we need to design and
manufacture our products. If any of these suppliers ceases to do business with
us or if these software lines become unavailable to us in the future, we may
need to seek other suppliers or change our products. We may experience
production delays or decreased sales volumes as a result of these factors.

ADDITIONAL BUSINESS RISKS

          SEVERAL OTHER FACTORS COULD ADVERSELY AFFECT OUR BUSINESS. Other
additional business risks include the following:

          o    Longer sales cycle.
          o    Higher administrative and service costs due to increased expenses
               in the areas of advertising, marketing, administration or
               management information systems.
          o    Our inability to carry out our marketing and sales plans.
          o    Changes in investment income due to changes in interest rates.

POTENTIAL NASDAQ DELISTING

          WE COULD BE DELISTED. If we no longer meet the requirements to
continue listing on the Nasdaq National Market, our market value and liquidity
of the public float for our Common Stock may decrease. To remain listed on the
Nasdaq National Market, we must satisfy a number of requirements, including the
following:

          o    Our net tangible assets must be greater than $4,000,000. 
          o    We must have a public float of at least 750,000 shares with a
               minimum  market value of $200,000.
          o    We are required to have at least two market makers in our stock. 
          o    We must have at least 400 holders of our stock. 
          o    We must have a minimum bid price of $1.00 per share.

To continue meeting these requirements, we effected a one-for-five reverse stock
split of our Common Stock on September 15, 1998. There can be no assurance that
the Company will be able to continue to comply with the Nasdaq National Market's
listing requirements. If not, our Common Stock in the future may be ineligible
to trade on the Nasdaq National Market and may only be traded on a less liquid
over-the-counter market. As a result, investors in our Common Stock would be
less able to sell stock holdings or receive accurate stock price quotations.
Consequently, the market value of our Common Stock could decrease.

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POSSIBLE VOLATILITY OF STOCK PRICE

          LIKE OTHER TECHNOLOGY COMPANIES, OUR STOCK PRICE MAY BE VOLATILE. We
may experience volatility in our stock price due to the following and other
factors:

          o    Announcements of new product developments.
          o    Events or disputes relating to intellectual property rights.
          o    Fluctuations in financial performance from period to period.

These and other factors may adversely affect the market price of our Common
Stock.