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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 in Company
filings with the Securities and Exchange Commission.

(a) Restructuring - In August 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 to
    discontinue its direct sales and service operations outside the U.S.  The
    Company replaced its non-U.S. operations with third-party distributor
    relationships. There is no assurance that such distributors will be
    successful.  Also, the Company discontinued its telesales operations in the
    U.S.  The Company's future ability to generate sustained profitability is
    dependent on the Company's Process Engineer product line and the Company's
    direct sales operations in the U.S.  There is no assurance that the Company
    will be able to generate or sustain profitability.   The Company has not
    historically been successful in selling its Process Engineer product line
    outside the U.S.

    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. The restructuring charge was comprised primarily of lease costs,
    severance and other employee costs and impairment of certain operating
    assets, principally outside the U.S. The restructuring actions may result in
    a substantial reduction in the Company's



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    cash balance. The estimated total cash requirements associated with the
    restructuring actions is substantial, however, currently, such cash
    requirements extend over several years. Additionally, 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 reported loss for fiscal 1997 and losses
    reported in previous years, could adversely affect the Company's operations
    and 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.
    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) 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 tools to manage their development processes. 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 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


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    management could result in reduced opportunities for sales of process
    management products and adversely affect the Company's business, financial
    condition and results of operations.

(d) 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 to successfully 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. The Company has introduced a
    new product, Deliverables Manager, which has required and will continue to
    require substantial development, marketing, management and other investment.
    There can be no assurance that Deliverables Manager or other 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.

(e) Rapid Technological Change. The market for process and asset management
    tools is characterized by rapid technological advances, evolving industry
    standards, changes


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    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.

(f) Competition. The process and asset 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 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 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


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    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 process and asset management tools 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.

(g) Risks Relating to Indirect Sales Channels.  An important aspect of the
    Company's future sales and marketing strategy is to increase the
    effectiveness of current indirect sales channels outside the U.S. and
    develop indirect channels inside the U.S. Although the Company currently
    sells its products through indirect sales channels outside the U.S., revenue
    from such sales, particularly since the restructuring, has been minimal.
    There can be no assurance that the Company will be able to increase revenue
    from its current indirect sales channels or establish new indirect sales
    channels. There can be no assurance that any current distributor of the
    Company's products will continue to represent the Company's products, and
    the inability to improve the effectiveness of current indirect sales
    channels or establish new indirect sales channels 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  may result in distribution channel
    conflicts, particularly in the U.S. The Company's direct sales efforts may
    compete with those of its indirect channels and to the extent different
    distributors target the same customers, distributors 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.

(h) 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


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    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.

(i) 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'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.

(j) 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


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    Company's business, financial condition and results of operations.

    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 affect on its business,
    financial condition and results of operations from fluctuations in foreign
    currencies in the future.

(k) Prior Losses; Risks Associated with Management of a Changing Business.  The
    Company experienced losses in fiscal 1994, 1995, 1996 and 1997.  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.

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 earlier SEC filings.  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.