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                                   EXHIBIT 5

      SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER PRIVATE SECURITIES
         LITIGATION REFORM ACT OF 1995;  CERTAIN CAUTIONARY STATEMENTS

         The Company or its representatives from time to time may make or may
have made certain forward-looking statements, whether orally or in writing,
including without limitation any such statements make or to be make in the
Management's Discussion and Analysis contained in its various SEC filings.  The
Company wishes to ensure that such statements are accompanied by meaningful
cautionary statements, so as to ensure to the fullest extent possible the
protections of the safe harbor established in the Private Securities Litigation
Reform Act of 1995.  Accordingly, such statements are qualified in their
entirety by reference to and are accompanied by the following discussion of
certain important factors that could cause actual results to differ materially
from those projected in such forward-looking statements.

         The Company cautions the reader that this list of factors may not be
exhaustive.  The Company operates in a rapidly changing business, and new risk
factors emerge from time to time.  Management cannot predict such risk factors,
nor can it assess the impact, if any, of such risk factors on the Company's
business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those projected in any
forward-looking statements.  Accordingly, forward-looking statements should not
be relied upon as a prediction of actual results.

         Many of the important factors discussed below have been discussed
previously in the Company's SEC filings, including without limitation in the
Company's most recent S-3 Registration Statement dated November 9, 1995, and
the Company's most recent Annual Report on Form 10-K dated October 1, 1995


         New Product Development and Rapid Technological Change.  The market
for the Company's products is characterized by rapidly changing technology,
evolving industry standards and frequent introductions of new products and
enhancements.  The Company's future success will depend in part on its ability
to enhance existing products and to introduce new products on a timely basis as
well as its ability to manage the transition from older products to minimize
disruption in customer ordering patterns, avoid excessive levels of older
product inventories and ensure that adequate supplies of new products can be
delivered to meet customer demand.

         Highly Competitive Environment.  The market for the Company's products
is highly competitive.  The Company believes that its ability to compete
successfully depends on a number of factors including price, product features,
performance and reliability, name recognition, international certification, the
retention of experienced sales, marketing and service organizations,
development of new products and enhancements, adherence to rapidly changing
industry standards and product introductions and announcements by




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competitors.  In the networking products market, the Company competes with a
number of vendors that have significantly greater financial, marketing,
technical and other resources as well as the capacity to obtain components at
lower cost either by purchasing large quantities of such components or by
fabricating such components in-house.  These competitors may be able to respond
more quickly to new or emerging technologies and changes in customer
requirements, devote greater resources to the development, promotion and sale
of their products or control the timing of, or respond more effectively to, new
product introductions.  Moreover, current and potential competitors have
established or may establish cooperative relationships among themselves or with
third parties to address the networking needs of the Company's prospective
customers.  Increased competition from existing competitors, competitive
alliances or new entrants to the market could result in price reductions and
loss of market share to the Company.  Because the Company sells through
distributors who carry competing product lines, rather than directly to
end-user customers, the Company is more likely to find its products compared
with others on the basis of price, creating greater pressure to reduce prices.

Dependence on Novell.  The Company derives the majority of its revenues from
products sold under license from, or OEM agreements with Novell, Inc.
("Novell").  Most of the Company's adapter cards are marketed under the Novell
brand-name and "NE" (for "Novell Ethernet") designation, for which the Company
pays Novell (under a non-exclusive license) a royalty based on sales into
distribution.  Novell could withdraw the Company's right to use the Novell name
and NE designation, change the terms of the Company's license in a manner
adverse to the Company or grant similar rights to other companies.  The Company
also depends on Novell for the right to sell Novell's NetWare network operating
system as an OEM product to certain Novell-approved distributors that are
permitted to sell NetWare only as a "bundled solution" together with certain of
the Company's products, principally adapter cards.  The agreement under which
the Company sells NetWare is renewable annually and terminable at Novell's
discretion.  Periodically, Novell amends the discount structure pursuant to
which the Company sells Novell products, which amendments have in the past and
may in the future impact the Company's profitability.  The Company's business
also depends in substantial part on Novell's ability to maintain a significant
market share of the network operating systems software market, which market
share is impacted by competition from several sources, including Microsoft
Corporations Windows NT network operating system.

         Reliance on Distributors.  The Company's networking products
("Networking Products") are sold primarily through distributors, the four
largest of which accounted for $52.2 million, or 37% of the Company's
Networking Products revenue in fiscal 1995.  Distributors sell the Company's
products primarily to Value Added Resellers ("VARs") that, in turn, sell to or
install networks for end-user customers.  Generally, the Company must
manufacture products in advance of orders from distributors and must,
therefore, estimate demand as accurately as possible.  Accordingly, information
regarding VAR. and end user demand is very important to the Company because
distributors' orders can be expected to largely reflect such demand.  However
as a general practice, distributors do not reveal the names of their customers
to manufacturers.  As a result, the Company learns





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the name of end-user customers only if such customers contact the Company for
warranty service, technical support, or of their own volition.  Distributors
provide certain information regarding their levels of sales to VARs and other
customers, called Point of Sale ("POS") data, but such POS information cannot
be assured to be either timely or accurate.  In this regard, some of the
Company's distributors provide only cursory information.  In addition,
distributors maintain target stocking levels of products, and such targeted
levels may change without notice, which could decrease the Company's sales in a
given period.  Moreover, distributors characteristically sell products at a
small mark-up to the price from which they are obtained from manufacturers, and
terms of sale may influence a distributor's decision to carry certain products.
If based on inadequate POS and end user information, unanticipated distributor
targeted stocking levels, unanticipated price competition, or otherwise , the
Company is unable to estimate production requirements of its distributors and
future sales levels generally, the Company's results of operations, quarterly
or otherwise, may fluctuate due to production in excess of demand or production
insufficient to satisfy demand.

         Fluctuation in Quarterly Results and Timing of Orders.  The Company's
quarterly operating results depend upon a variety of factors including the
timing of significant orders, the timing of product enhancements and new
product introductions by the Company and its competitors, the pricing of the
Company's products, changes in product mix, competitive conditions and general
economic conditions.  The Company has historically operated with limited
backlog because its products are shipped shortly after orders are received, and
frequently realizes a substantial portion of its net revenues in the last month
of the quarter.  As a result, revenue in any period is substantially dependent
on orders booked and shipped in the last month of that period.  Delays in
receipt of end-of quarter orders in a given quarter may adversely affect the
Company's results of operations for that quarter, as the Company's expense
levels are based primarily on full-quarter revenue estimates and only a small
portion of the Company's operating expenses vary whit its revenue.  Moreover,
The Company's revenue may fluctuate based on the level of inventories of the
Company's products maintained by the Company's distributors in any particular
quarter.  Accordingly, the Company may be subject to significant and
unanticipated quarter-to-quarter fluctuations.

         Declining Average Selling Prices.  The selling price of computer
networking hardware products, including LAN adapter cards, has consistently
declined in recent years.  To remain profitable, the Company must continually
reduce the manufacturing cost of its products, which reductions the Company may
not be able to achieve on a regular basis.  Even if the Company is able to
achieve these reductions, gross margins will be subject to pressure should
another manufacturer reduce the price of a competing product.  When
announcements of price reductions are made,  the Company must choose whether to
meet the competitor's new, lower price.  If the price is not met, the Company
risks losing customers who purchase networking products principally on the
basis of price.  If the price is met, the Company must provide price protection
for all unsold inventory, subject to certain limitations, in the hands of
distributors and reprice such existing inventory.  While the Company maintains
financial reserves for price protection that it believes are





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adequate, such reserves could prove to be insufficient.  Moreover, the Company
may not be able to reduce manufacturing costs of the affected product line to
offset lower selling prices.

         Dependence on Subcontractors and Suppliers.  The Company is dependent
on a small number of third-party subcontractors for the manufacture and
assembly of substantially all of its networking products.  In the event that
any of these subcontractors were to become unable or unwilling to manufacture
the Company's products in required volumes, the Company would have to identify
and qualify additional subcontractors, which process could be lengthy or
ultimately may prove to be unsuccessful.  Certain components used in the
Company's products are only available from a single supplier or a limited
number of suppliers.  Each of the Token Ring chip sets used by the Company for
its IRMAtrac LAN adapter card and the 10/100 ISA chip set used on the Company's
10/100 ISA adapter card is available only from a single source.  Moreover, the
Company is subject to long lead times or allocations for certain semiconductor
products, including random access memory chips.  If the Company is unable to
obtain sufficient supply of components from its traditional suppliers, it will
be required to purchase such components in the open market, typically at a
premium to the price normally paid.  The Company may not be able to obtain from
its suppliers sufficient quantities of the components the Company requires to
satisfy its anticipated needs, and may not be able to obtain such supplies at
satisfactory prices.  The Company generally purchases components pursuant to
purchase orders and has not guaranteed supply arrangements with its suppliers.
Further, the availability of many of these components is dependent in part on
the Company's ability to provide its suppliers with accurate forecasts of its
future requirements, which is largely dependent upon the Company's ability to
obtain accurate POS data.

         Dependence Upon a Single Customer at Manufacturer Support Services.
The Company's Manufacturer Support Services operation, which provides
outsourced telephone technical support, warranty administration and whole unit
repair services, has only one customer;  a large, multinational electronics
manufacturer.  THE COMPANY'S CONTRACT WITH THIS CUSTOMER EXPIRED AT THE END OF
1995 AND HAS BEEN EXTENDED THROUGH A NEGOTIATING PERIOD DURING WHICH THE
COMPANY ANTICIPATES THAT AN ADDITIONAL FIVE YEAR TERM WILL BE RENEWED EFFECTIVE
JANUARY 1, 1996.  Should that customer terminate its relationship with the
Company, the resulting loss of business would have a material adverse effect on
the Company.

         Limited Product Line.  The Company's product line is focused on
hardware products that facilitate local area networking.  During the past few
years, several companies, including 3Com Corporation, Cisco Systems, Inc., Bay
Networks, Inc. and Cabletron Corporation, have positioned themselves as
providers of complete solutions for the LAN, wide-area network, remote access,
and internetwork (the "enterprise-wide" network).  These companies market their
product families as being optimized to work together, and encourage customers
to purchase a single brand of products, including local area networking
hardware.  Because the Company's products address only local and





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remote network functions, an acceleration in the trend toward "enterprise-wide"
product purchases may have the effect of curtailing the Company's growth.

         Acquisition Risk.  The Company's future success is dependent in part
on its ability to acquire technology or products that expand its product lines
or that can be used in future product developments or enhancements.  Since July
1994, the Company has acquired four product lines.  Because these acquisitions
have been made only recently, there can be no assurance that the acquired
products or technologies will achieve commercial success or be successfully
assimilated by the Company.  Further, past or future acquisitions may not
produce the anticipated technological enhancements, products or results.
Moreover, future acquisition opportunities may not be available at prices that
are acceptable to the Company.

         Lack of Proprietary Technology.  The Company's success and ability to
compete is dependent in part upon its ability to differentiate its products
from those of its competitors.  The Company does not possess any meaningful
combination of patent, copyright or trade secrets that would allow the Company
to distinguish its products as materially superior to competing products.
While the Company does not believe its competitors possess such intellectual
property rights, the Company's competitors may independently develop
technologies that are substantially superior to the ones used by the Company.
The Company is also subject to the risk of adverse claims and litigation
alleging infringement of other parties' proprietary rights.  While the Company
is not aware that any of its products infringe any patents, third parties may
assert infringement claims with respect to the Company's current of future
products, which claims may require the Company to enter into license
arrangements or result in protracted and costly litigation, regardless of the
merits of such claims.  Further, the Company may not be able to obtain licenses
from such claimants or if it can, the terms on which it may obtain such
licenses may not be commercially reasonable.

         Risks Associated with International Operations.  Revenue derived from
sales outside the United States accounts for and may continue to account for a
significant portion of the Company's total revenue.  Moreover, the Company
purchases components manufactured in China, Malaysia, Singapore and Hong Kong.
Sales to customers outside the United States and reliance on foreign suppliers
expose the Company to a number of risks, including unexpected changes in
regulatory requirements and tariffs, possible difficulties in enforcing
agreements and intellectual property rights, longer payment cycles, exchange
rate fluctuations, difficulties obtaining export licenses, the imposition of
withholding or other taxes, embargoes or exchange controls or the adoption of
other restrictions on foreign trade.

         Dependence on Personnel.  The Company believes that its future success
will depend in large part upon its ability to attract and retain highly skilled
engineering, managerial, sales, marketing and operations personnel.  Except
with regard to the Chief Executive Officer, who entered into a four year
employment agreement as of October 24, 1995, the Company does not have
employment contracts with its key personnel.





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Competition for such personnel is intense especially in the areas of
engineering, sales and marketing, and the Company may not be able to attract
and retain key management or technical personnel.

         Management of Growth.  The Company has recently experienced rapid
growth which has placed and could continue to place, a significant strain on
the Company's management, operations and internal systems. which may negatively
impact management's ability to effectively manage future growth.

         Potential Volatility of Stock Price.  The market price of the
Company's Common Stock has been, and could be subject to wide fluctuations in
response to, among other things, quarterly fluctuations in operating results,
adverse circumstances affecting the introduction or market acceptance of new
products or enhancements offered by the Company, failure to meet published
estimates of, or changes in earnings estimates by securities analysts,
announcements of new products or enhancements by competitors, sales of Common
Stock by existing holders, loss of key personnel, market conditions in the
industry, shortages of key components and general economic conditions.  In
addition, stock prices for many technology companies, including the Company,
have experienced significant volatility for reasons unrelated to operating
results.  The market price of the Company's stock may be impacted significantly
by such fluctuations.





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