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                                                                      Exhibit 99

IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a new "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information about their companies without fear of litigation so long
as those statements are identified as forward-looking and are accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those projected in the statement.  The
Company desires to take advantage of the new "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995 and is including this exhibit
in order to do so.  Accordingly, the Company hereby identifies the following
important factors which could cause the Company's actual financial results to
differ materially from any such  results which might be projected, forecast or
estimated by the Company in forward-looking statements.

The following factors, among others, could cause actual results to differ
materially from those contained in forward-looking statements made in this
report and presented elsewhere by management from time to time.  Reference is
also made to the "Risk Factors" described in the Company's Prospectus dated
November 22, 1995 and the Company's Form 10-K for its fiscal year ended April
30, 1996, as filed with the Securities and Exchange Commission.

(a)  On August 2, 1996, the Board of Directors approved a plan to restructure
     the Company's operations and made changes to executive management. Included
     in the restructuring was a shift in the Company's development and marketing
     efforts to focus substantially all its resources on the Company's Process
     Engineer product line, eliminating or substantially reducing its
     development and marketing investment in the System Engineer, Insight, GUI
     Guidelines and Client Server Guidelines product lines, and discontinued its
     direct sales and service operations outside the US.  Also, the Company
     discontinued its telesales operations in the US.  The Company's future
     ability to generate sustained profitability is reliant on the Company's
     Process Engineer product line and the Company's direct sales operations in
     the US.  There is no assurance that the Company will be able to generate or
     sustain profitability.  The Company replaced its non-U.S. operations with
     third-party distributor relationships.  There is no assurance that such
     distributors will be successful.  The Company has not historically been
     successful in selling its Process Engineer product line outside the US.

     In connection with the Company's restructuring plan, the Company recorded a
     $17.6 million restructuring charge in the three months ended October 31,
     1996. As a result of this charge, the Company recorded a net loss for the
     three and six month periods ended October 31, 1996 and expects to record a
     net loss for the fiscal year ending April 30, 1997. The implementation of
     the Company's restructuring plan has consumed significant amounts of cash
     during the three months ended October 31, 1996 and will continue to consume
     cash over the remainder of the fiscal year. Management believes the cash
     requirements related to the restructuring charge for the remainder of
     fiscal 1997 could be as much as $3.5 million. These requirements are to
     fund anticipated severance costs, lease costs, costs associated with the
     elimination of the Company's cost base outside the U.S. and costs
     associated with a legal settlement. While management believes sufficient
     cash reserves currently exist to sustain the anticipated restructured
     operations for the remainder of the fiscal year, there is no assurance that
     the Company will have adequate liquidity and capital resources for the
     current fiscal year, that it will be allowed to draw on its existing credit
     facilities or that it will be able to find alternative credit facilities or
     capital resources with terms that management believes are acceptable if so
     required to do so. Further, the Company's restructuring plan could result
     in additional claims or liabilities which the Company has not anticipated
     or included in the restructuring charge. Unanticipated claims or
     liabilities could result in additional cash needs for the Company.

     Publicity concerning the Company's announced loss and the restructuring
     plan and the restructuring charge recorded in the three months ended
     October 31, 1996, could adversely affect the Company's operations and
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     financial position including the ability to complete product sales and
     retain or attract key management and other personnel.

(b)  Fluctuations in Operating Results; Seasonality. The Company has experienced
     substantial fluctuations in quarterly operating results in the past, and
     future operating results could vary substantially from quarter to quarter.
     Fluctuations in operating results may result in volatility in the price of
     the ADSs. The Company generally fulfills orders as received and as a result
     typically has little or no product license backlog. Quarterly revenue and
     operating results therefore depend on the volume and timing of orders
     received during the quarter, which are difficult to forecast. In addition,
     the Company historically has recognized a substantial portion of its
     revenue in the last weeks of a quarter. To the extent this trend continues,
     the failure to achieve such revenue in the last weeks of any given quarter
     may have a material adverse effect on the Company's financial results for
     that quarter. The timing of sales and related revenue recognition is
     influenced by a number of other factors, including seasonal customer buying
     patterns, changes in product development and sales and marketing
     expenditures, and compensation incentives for sales teams. Because the
     Company's staffing and operating expenses are based on anticipated revenue
     levels and a high percentage of the Company's costs are fixed in the short-
     term, small variations in timing of recognition of specific revenue can
     cause significant variations in operating results from quarter to quarter.
     In addition, the first quarter has historically been comparatively weaker
     than the fourth quarter of the preceding fiscal year. Results from quarter
     to quarter may not be indicative of future results. There can be no
     assurance that the Company will be able to sustain profitability on an
     annual or quarterly basis.

(c)  Prior Losses; Risks Associated with Management of a Changing Business.  The
     Company experienced losses in fiscal 1994, 1995, 1996 and the three and six
     month periods ended October 31, 1996.  Based on the loss in the first six
     months of fiscal 1997, management expects that the Company will experience
     a loss for the 1997 fiscal year. Over the last several years, the Company's
     strategic orientation has evolved from that of a U.K.-based provider of
     computer-related consulting services to a U.S.-based provider of software
     products and directly related services. In fiscal 1995, the Board of
     Directors of the Company decided to focus exclusively on its software
     products business, center that activity in the U.S. and discontinue its
     consulting business. Accordingly, the Company relocated its operational
     headquarters and the majority of its U.K.-based research and development
     activities to the U.S. In connection with the discontinuance of its
     consulting business, the Company disposed of its U.K.-based consulting
     business and ceased all other remaining consulting activities across the
     business. The Company has previously announced that it intends, subject to
     satisfactory resolution of tax and regulatory issues, including, if needed,
     approval of the Company's shareholders, to change its legal domicile from
     the U.K. to the U.S., such change in legal domicile may be affected by the
     restructuring plan discussed in (a) above. While the Company has refocused
     its strategy, there can be no assurance that such reorientation will result
     in sustained profitability. Furthermore, in connection with such
     reorientation, the Company has experienced and will continue to experience
     a period of transition. This transition has placed, and may continue to
     place, a significant strain on its resources, including its personnel. If
     Company management is unable to manage these changes effectively, the
     Company's business, financial condition and results of operations will be
     materially adversely affected.

(d)  Need for Market Acceptance of Process Management. The Company's product
     lines are designed specifically for Process Management in the client/server
     environment. The Company's future financial performance will depend in
     large part on continued growth in the number of organizations using process
     management for development management. The Company believes that while the
     market for process management tools is growing, it is still immature. Even
     if broader market acceptance is achieved, there can be no assurance that
     the 
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     market will continue to grow or that the Company will be able to respond
     effectively to the evolving requirements of the market. The Company's
     reduced focus and investment on products other than process management
     could result in reduced opportunities for sales of process management
     products and adversely affect operational results.

(e)  Risks Relating to New Product Releases and Product Enhancements. The
     Company's future success will depend, in large part, upon the Company's
     ability to enhance its current process management product line and develop
     and introduce new products to meet customers' process management tool needs
     as well as emerging industry standards. There can be no assurance that the
     Company will be able successfully to develop and market a broader line of
     such products or that the Company will not encounter unexpected
     difficulties and delays in enhancing its existing products. Furthermore,
     there can be no assurance that such new products or product enhancements
     will meet the requirements of the marketplace or achieve market acceptance.

     Software products such as the products offered by the Company often
     encounter development delays and may contain undetected errors or failures
     when introduced or when new versions are released. Because of the
     complexity of the Company's products and the possibility of unforeseen
     technical problems in the development process, the Company risks missing
     announced delivery dates for new products or product enhancements. The
     Company has in the past and may in the future experience delays in the
     introduction of new products and product enhancements. There can be no
     assurance that the Company will not experience difficulties that could
     delay or prevent the successful development, introduction and marketing of
     a new product or product enhancement or its functioning after release.
     Substantial delays in the availability of any of the Company's products
     could have a material adverse effect on the Company's business, financial
     condition and results of operations. Furthermore, products such as those
     offered by the Company may contain undetected or unresolved software errors
     when they are first introduced or as new or enhanced versions are released.
     The Company has in the past discovered software errors in certain of its
     new products and product enhancements. Although the Company has not
     experienced any material adverse effects resulting from any such errors to
     date, there can be no assurance that, despite testing by the Company and by
     current and potential customers, errors will not be found in new products
     or releases after commencement of commercial shipments resulting in loss of
     or delay in market acceptance, which could have a material adverse effect
     on the Company's business, financial condition and results of operations.

(f)  Rapid Technological Change. The market for process management tools is
     characterized by rapid technological advances, evolving industry standards,
     changes in customer requirements and frequent new product introductions and
     enhancements. The Company's future success will depend in part on its
     ability to enhance its existing products and introduce new products that
     address changing customer requirements and emerging industry standards,
     such as new operating systems, including Windows 95. Any failure by the
     Company to anticipate or respond adequately to technology developments and
     customer requirements, or any significant delays in product development or
     introduction, could result in a loss of competitiveness or revenue. In
     addition, from time to time the Company or others may announce products,
     features or technologies which have the potential to shorten the life cycle
     or replace the Company's existing products. Such announcements could cause
     customers to defer the decision to buy, or determine not to buy, the
     Company's products, which would have a material adverse effect on the
     Company's business, financial condition and results of operations.

(g)  Competition. The client/server applications development and specifically
     the process management tools market is extremely competitive, fragmented
     and rapidly changing, and is characterized by a lack of standards and
     numerous competitors in the areas of tools, methodologies and services. The
     Company believes that its ability
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     to compete depends on many factors both within and outside of its control,
     including corporate and product reputation, product architecture,
     functionality and features, product quality, performance, ease-of-use,
     quality of support, availability of product implementation and training
     services, and price.

     In addition, because of the complexities inherent in software development,
     software companies and the information technology departments of other
     business organizations may determine that it is more cost effective to
     develop their own software development and process management tools
     offering similar solutions to those products offered by the Company.
     Furthermore, the Company faces the risk that vendors of tools, databases
     and other elements of the client/server development market may add to their
     products some or all of the functionality that the Company's products
     provided to customers, thereby reducing the number of prospective customers
     in need of the Company's products. There can be no assurance that the loss
     of customers will not have a material adverse effect on the Company's
     business, financial condition and results of operations.

     The Company expects competition from existing and additional competitors to
     increase. Many of the Company's competitors have, and new competitors may
     have, larger technical staffs, more established and larger marketing and
     sales organizations, better developed distribution systems and
     significantly greater financial resources than the Company. There can be no
     assurance that either existing or new competitors will not develop products
     that are superior to the Company's products or that achieve greater market
     acceptance. There can be no assurance that future competition will not have
     a material adverse effect on the Company's business, financial condition
     and results of operations. In addition, distribution channels, technical
     requirements and levels and bases of competition may differ as the Company
     introduces new products, and there can be no assurance that the Company
     will be able to compete favorably. In addition, a proliferation of software
     products to meet the needs of the client/server applications development
     and specifically the process management market may have a downward pressure
     on the prices of such products. Such downward pressure on product prices
     could have an impact on the Company's operating margins. There can be no
     assurance that the Company could avoid these price pressures.

(h)  Risks Relating to Expansion of Indirect Sales Channels.  An important
     aspect of the Company's future sales and marketing strategy is to expand
     indirect sales channels through distributors and resellers in order to
     provide it with market coverage outside the U.S.  Although the Company
     currently sells its products through indirect sales channels, revenue from
     such sales represent only a small portion of the Company's total revenue
     and there can be no assurance that the Company will be able to expand its
     use of indirect sales channels by attracting distributors and resellers
     that will be able to market and support the Company's software tools
     effectively. There can be no assurance that any distributor or reseller of
     the Company's products will continue to represent the Company's products,
     and the inability to recruit or retain a significant number of resellers or
     distributors could adversely affect the Company's business, financial
     condition and results of operations. The Company's strategy of marketing
     its products directly  to end-users and indirectly through distributors and
     resellers may result in distribution channel conflicts. The Company's
     direct sales efforts may compete with those of its indirect channels and to
     the extent different resellers target the same customers, resellers may
     also come into conflict with each other. Although the Company attempts to
     allocate the markets for its products among its distribution channels in a
     manner to avoid potential conflicts, there can be no assurance that channel
     conflict will not materially  and adversely affect its relationships with
     existing distributors and resellers or adversely affect its ability to
     attract new distributors and resellers.
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(i)  Dependence on Proprietary Technology. The Company's success is heavily
     dependent upon proprietary technology. The Company's products are licensed
     to customers under signed license agreements containing, among other
     things, provisions protecting against the unauthorized use, copying and
     transfer of the licensed program. In addition, the Company relies on a
     combination of trade secret, copyright and trademark laws, non-disclosure
     agreements and contractual provisions to protect its proprietary rights in
     its products and technology. The Company has no patents or patent
     applications pending, and existing trade secrets and copyright laws afford
     only limited protection.  Despite the Company's efforts to protect its
     proprietary rights, unauthorized parties may attempt to copy aspects
     of the Company's products or to obtain and use information that the Company
     regards as proprietary. Policing unauthorized use of the Company's products
     is difficult, and while the Company is unable to determine the extent to
     which piracy of its software products exists, software piracy can be
     expected to be a persistent problem, particularly in international markets
     and as a result of the growing use of the Internet. In addition, the laws
     of some foreign countries do not protect the Company's proprietary rights
     to the same extent as do the laws of the U.K. and the U.S. There can be no
     assurance that the steps taken by the Company  to protect its proprietary
     rights will be adequate or that the Company's competitors will not
     independently develop technologies that are substantially equivalent or
     superior to the Company's technologies.

     The Company is not aware that any of its products, trademarks or other
     proprietary rights infringe the proprietary rights of third parties.
     However, there can be no assurance that third parties will not assert
     infringement claims against the Company in the future with respect to
     current or future products. As the number of software products in the
     market increases and the functionality of these products further overlap,
     software developers may become increasingly subject to infringement claims.
     Any such claims against the Company, with or without merit, could be time-
     consuming and expensive to defend, cause product shipment delays or require
     the Company to enter into royalty or licensing agreements. Such royalty
     agreements, if required, may not be available on terms acceptable to the
     Company, or at all, which could have a material adverse effect on the
     Company's business, financial condition and results of operations.

(j)  Dependence on Key Personnel. The Company's future success depends to a
     significant extent on the performance of a number of key management and
     technical personnel, the loss of one or more of whom could have a material
     adverse effect on the Company. The Company recently announced the
     appointment of a new Chief Executive Officer and a new Chairman of the
     Board.  Although these individuals have extensive management experience in
     technology based companies, their experience in the Company's specific
     process management product line is limited. The Company's success will also
     depend in part on its ability to attract and retain qualified professional,
     technical, managerial, sales and marketing and customer support personnel.
     Competition for such personnel in the software industry is intense. There
     can be no assurance that the Company will be successful in attracting and
     retaining the personnel it requires to develop new and enhanced products
     and to conduct its operations successfully.

(k)  Risks Associated with Global Operations. Although the Company's
     restructuring strategy (discussed in (a) above) relies primarily on the
     U.S. marketplace, the Company's current and future efforts outside the U.S.
     are subject to risks inherent in international business activities,
     including, in particular, general economic conditions in each such country,
     overlapping of differing tax structures, managing an organization spread
     over various jurisdictions, unexpected changes in regulatory requirements
     and  complying with a variety of foreign laws and regulations. Other risks
     associated with operations outside the U.S. in general include import and
     export licensing requirements, trade restrictions and changes in tariff and
     freight rates. There can be no assurance that these factors will not have a
     material adverse effect on the Company's business, financial condition and
     results of operations.
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     The Company's non-U.S. sales have historically been denominated in foreign
     currencies. To date, the Company has not established an exchange rate
     hedging policy and has not engaged in any significant exchange rate hedging
     activities to minimize the risks of exchange rate fluctuations. The Company
     may seek to implement hedging techniques in the future with respect to its
     foreign currency transactions. There can be no assurance that the Company
     will be successful in such hedging activities. Gains and losses on the
     translation and/or conversion of foreign transactions into U.S. dollars may
     contribute to fluctuations in the Company's results of operations. Although
     the Company has not experienced any material adverse impact to date from
     fluctuations in foreign currencies, there can be no assurance that the
     Company will not experience a material adverse effect on its business,
     financial condition and results of operations from fluctuations in foreign
     currencies in the future.

Many of the foregoing factors discussed have been discussed in the Company's
prior SEC filings and, had the Act become effective at a different time, would
have been discussed in an earlier SEC filing instead of this 10-Q.  The
foregoing review of factors pursuant to the Private Litigation Securities Reform
Act of 1995 should not be construed as exhaustive or as any admission regarding
the adequacy of disclosures made by the Company prior to the effective date of
said Act.