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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                 ---------------

                                    Form 10-K

(Mark One)

[X]               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For The Fiscal Year Ended December 31, 2000
                                             -----------------

                                       or

[ ]             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1935

          For The Transition Period From ____________ to ____________

                         Commission File Number 0-21138

                                 Inprimis, Inc.
             (Exact name of registrant as specified in its charter)

            FLORIDA                                       59-2479377
(State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                     Identification No.)

                              1601 Clint Moore Road
                         Boca Raton, Florida 33487-2722
                                 (561) 997-6227
               (Address, including zip code, and telephone number,
              including area code, of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes  X   No
    ---     ---

         Aggregate market value of voting stock by non-affiliates as of
                           March 1, 2001: $10,035,160

   Shares of Common stock outstanding as of March 1, 2001: 11,623,604 shares


Documents Incorporated by Reference:

    Specifically identified information in the definitive Proxy Statement for
the 2001 Annual Meeting of Shareholders scheduled to be held on May 14, 2001, is
incorporated by reference into Part III hereof.

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

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<PAGE>

                        INPRIMIS, INC. ANNUAL REPORT ON
                 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000

                                     INDEX

                                                                          Page
PART I                                                                    ----

ITEM 1.  BUSINESS........................................................   3
ITEM 2.  PROPERTIES......................................................   7
ITEM 3.  LEGAL PROCEEDINGS...............................................   7
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............   8
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT............................   8

PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS.............................................   9
ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA............................  10
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.............................  11
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......  18
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.....................  19
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE.............................  36

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT..............  36
ITEM 11. EXECUTIVE COMPENSATION..........................................  36
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..  36
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................  36

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.  36

                                       2
<PAGE>

                                     PART I

ITEM 1: BUSINESS

    Founded in 1985, Inprimis, Inc., formerly Boca Research, Inc. ("Inprimis" or
the "Company"), through its wholly owned subsidiary, Inprimis Technologies,
Inc., provides product design services, customizes embedded system software, and
offers systems engineering and manufacturing consultation services for
interactive TV, video on demand, Internet access, and other convergent
technology appliances. The Company previously marketed communications software
as well as data communications, I/O, multiport, and video products and has
transitioned from a manufacturer and marketer of these devices to a software and
systems solutions-based enterprise. The Company assists both large and small
consumer electronics companies, cable operators, Internet service providers, and
telecommunications companies achieve rapid time-to-market by allowing them to
utilize the Company's design expertise and cost-effective solutions. The Company
is a Florida corporation headquartered in Boca Raton, Florida.

    The Company embarked upon a plan in early 2000 to transition from being
primarily a data communications products manufacturer to its new focus on
providing software and systems solutions-based services. The Company is no
longer offering data communications products. In conjunction with this
transition, the Company changed its name from Boca Research, Inc. to Inprimis,
Inc. The Company's data communications sales continued to decline during the
year ended December 31, 2000, and, in that regard, the Company is no longer
purchasing new data communications products from Boundless Manufacturing
Services, Inc. ("Boundless"), the manufacturing subcontractor previously
utilized by the Company. Procurement of new data communications products was
eliminated by September 30, 2000. The Company's sale of certain assets to Zoom
Telephonics, Inc. ("Zoom"), on July 28, 2000 provided the Company with a smooth
and customer-oriented transition out of the data communications products
business. The Company has continued to reduce its headcount and has consolidated
its operations into a single facility to reduce its expenses and cash outflow.
The Company will continue to engage in cost-reduction practices that will make
its operations more efficient. The Company no longer plans to pursue the
development of its wholly-owned subsidiary, AppsCom, Inc., which was organized
in August 1999, with a view toward providing computer applications outsourcing
by leasing applications to remote users via an application server based network.

    The Company provides design services for Internet-based information and
entertainment appliances. In addition, the Company develops hardware and set-top
box reference platforms that can be quickly adapted to meet specific customer
product requirements. These platforms include integrated computer designs, such
as set-top boxes, for a variety of high-speed communications, including DSL
(Digital Subscriber Line), cable, and satellite networks. The Company provides
customized design and development services and licenses its designs to customers
on a royalty basis. Focusing on client-side technology, the Company provides
software-intensive engineering services related to the integration of software
and hardware. This business model is intended to provide the Company with
revenue streams from both engineering design services and royalties from the
deployed design. The Company believes that it can assist its customers from
concept to production not only by designing the reference platform but also by
providing consultation services regarding the manufacture of the finalized
product. Throughout the entire process, the Company seeks to help its customers
bring their products to the market quickly and cost-effectively by increasing
speed to market and by reducing personnel, research and development, and fixed
costs. The Company is committed to providing high-quality, cost-effective
services and products that meet or exceed customers' needs while seeking to
achieve profitability through mutually beneficial relationships with customers
and business partners. The Company's business is generally not seasonal. For a
summary of the Company's revenues, profit/loss and total assets, reference is
made to the Company's Consolidated Financial Statements and to the Notes
thereto, located in Item 8 of this Form 10-K. Additionally, for a breakdown of
the Company's net sales by product categories for the past three fiscal years,
reference is made to Management's Discussion and Analysis of Financial Condition
and Results of Operations, located in Item 7 of this Form 10-K.


Strategy

    The Company, as a software and systems solutions-based enterprise, has a
strategy to:

    Target additional interactive TV (iTV) market segments. The Company believes
that it can increase its opportunity to develop additional tools by increasing
the breadth of its participation in the iTV industry through targeting selected
categories in other segments of the iTV value chain.

    Pursue customers in multiple segments of the iTV industry where a good fit
for our core competencies and other skills exists. The Company will focus on the
iTV industry and seek to build a technology/Intellectual Property portfolio via
work funded by customers.

                                       3
<PAGE>

    Build core competencies in providing quality customer service. The Company
seeks to differentiate itself through the quality of its customer service. The
Company assists its customers from concept to production not only by designing
the reference platform but also by providing consultation services regarding the
manufacture of the finalized product. Throughout the entire process, the
Company's strategy is to assist its customers in bringing their products to the
market quickly and cost effectively by increasing speed to market and in
reducing personnel, research and development, and fixed costs.

    Pursue strategic partnerships and acquisitions. The Company believes that
establishing strategic relationships with third parties will enable access to
emerging technologies at an earlier date than otherwise possible, helping to
expand the Company's market penetration. The Company also will consider
acquisitions in support of the Company's strategic and business plans.

Reference is made to Management's Discussion and Analysis of Financial Condition
and Results of Operations, located in Item 7 of this Form 10-K, for a discussion
of "Certain Factors That May Affect Future Performance."


Product and Service Development

    The Company focuses on the development of specific core reference platforms
and the development of embedded system software, including device drivers, user
interfaces, and systems applications, that enable the deployment of new
interactive systems. The core development has resulted in two baseline hardware
reference platforms during 2000 that can be enabled for DSL, cable, satellite,
Asynchronous Transfer Mode (ATM), analog modem, or Ethernet communications.
These platforms have been developed in partnerships with industry-leading
silicon and software suppliers. The Company's research and development
expenditures, over the past three years are set forth in the Company's
Consolidated Financial Statements located in Item 8 of this Form 10-K.


Products and Services

    The Company provides reference designs for consumer electronics companies
and Internet Service Providers (ISPs). In addition, the Company works with ISPs,
Applications Service Providers (ASPs), and telephone, cable, and satellite
companies to design and deliver new video-rich and interactive services. The
Company helps define and develop the architecture for client devices and
provides new features to improve end-user experiences, works with customers to
determine the selection of software and hardware platforms to best meet project
goals, assists in the definition of the system design, and responds by designing
specifications to create either component or complete system deliverables. The
resulting design is typically licensed to the customer for production. The
Company seeks to structure these licenses on a per-unit royalty basis, with
pricing typically determined by volume. Additionally, the Company offers early
manufacturing management services and assists the customer from concept through
production.

    In providing software/systems solutions, one of the Company's principal
products is a reference platform for set-top boxes that includes the specific
applications required by each customer. A set-top box is a product that
integrates multiple technologies that allows a user to perform one or more of
the following functions: browse the Internet, send and receive e-mail, perform
PC-like functions, play DVD titles, audio and video CDs, and have
video-on-demand capability. The Company's software and systems solutions-based
business accounted for 33% of its net sales in 2000.


Sales and Marketing

    Through referrals from strategic partners and customers, such as Liberate,
National Semiconductor, and Philips, the Company has been able to secure
contracts for the provision of engineering services and, as a result,
corresponding licensing of reference designs. The Company's capability to
combine software and hardware skills in designing systems is intended to provide
the Company with intellectual property and royalties and help position the
Company in the iTV-client devices market segment. For customer-specific
information, reference is made to Note 14 to the Company's Consolidated
Financial Statements located in Item 8 of this Form 10-K. The Company currently
has a backlog of approximately $844,000 for its services, which it expects to
satisfy in the current fiscal year.

    Several of the Company's customers (orders from certain of which are
included in the Company's backlog) are start-up companies that are attempting to
service vertical or special markets, and their ability to pay will depend on
their success in such markets.


Technical Support and Customer Service

    As previously reported, under the Company's Agreement with Zoom Telephonics,
Inc. ("Zoom"), the Company continues to support all the products related to the
data communications products business it has already shipped and remains
responsible for

                                       4
<PAGE>

warranty, returns, and technical support for these products. The Company
outsources technical support to Zoom in order to provide customers with a single
point of contact.


Competition

    The Company has entered into new markets, including the Internet TV
appliance industry, and has encountered competition from a number of
well-established companies which have greater financial, technical, product
development, manufacturing and marketing resources and experience than that of
the Company. Further, the markets for the Company's products and services are
increasingly competitive, resulting in increasing pricing pressures. The Company
believes that its ability to compete depends on a number of factors, including
price, quality and reliability, availability, credit terms, name recognition,
delivery time, and post-sale service and support. There can be no assurance that
the Company will be able to continue to compete successfully with respect to
these factors. A variety of companies currently offer products and services that
compete directly with the Company's products and services. These competitors
could introduce additional products and services that are superior to the
Company's, or that achieve greater market acceptance. The introduction of lower
priced competitive products and services or significant price reductions by the
Company's competitors would result in price reductions in the Company's products
and services that could have a material adverse effect on the Company's
operating results.


Manufacturing

    In connection with the Company's transition from a data communications
products manufacturer to a design engineering services provider, the Company, as
previously reported, completed the sale on March 3, 2000, of certain of its
assets relating to its manufacturing operations at 1377 Clint Moore Road, to
Boundless Manufacturing Services, Inc. ("Boundless"), a wholly owned subsidiary
of Boundless Corporation (the "Boundless Transaction"). In accordance with the
terms of the Asset Purchase Agreement between the Company and Boundless
Technologies, Inc., which was assigned to Boundless on the closing of the
transaction, Boundless paid the Company $700,000 in cash and Boundless issued to
the Company a 6% promissory note (the "Note") in the principal amount of $1.0
million to be paid in eight equal installments of $125,000 plus accrued
interest, commencing on June 1, 2000, and on the first business day of every
third month thereafter, until paid in full. Boundless Technologies, Inc. and
Boundless Corporation guarantee the obligations of Boundless under the Note.
Additionally, concurrent with the closing of the Boundless Transaction, the
Company entered into a Supply Agreement with Boundless (the "Supply Agreement")
pursuant to which the Company agreed to outsource the manufacture of certain
products to Boundless for a period of two years.

    Under the Supply Agreement, the Company guarantees that it will purchase
products resulting in proceeds to Boundless exclusive of costs of materials, of
at least $3.8 million during the first year of the term of the Supply Agreement.
To the extent the Company falls short of the cumulative prorated amount
guaranteed in any of the four 90-day periods subsequent to March 3, 2000, the
amount of the shortfall would be due within 30 days after the end of the 90-day
period in which the shortfall occurred. The Company has eliminated its purchase
of data communications products from Boundless and has estimated that there will
be a shortfall in meeting its contractual purchase commitment of $1.8 million.
The calculation of the shortfall in the purchase commitment took into
consideration the Company's purchase requirements for data communications
products through December 31, 2000, the use of Boundless to fulfill the
Company's obligations for warranty repairs, and other opportunities to satisfy
the purchase requirements that are afforded by the contract with Boundless. As
of December 31, 2000, the Company had not yet paid $1.4 million of the shortfall
to Boundless. In the event of any default under the Note, the Company is
entitled to offset any amounts due to Boundless under the Supply Agreement.
There is no minimum purchase obligation during the second year of the Supply
Agreement.

    Additionally, under the previously reported Zoom Agreement, if Zoom
manufactures the Company's products at Boundless, the Company will receive
credit against the Company's minimum guarantee commitment. As of December 31,
2000, Zoom had not made any commitments to manufacture the Company's products at
Boundless.


Purchasing

    Since the Company is no longer in the manufacturing business, the Company's
purchasing activity has been reduced substantially. Before the Boundless
Transaction, the Company purchased substantially all of its components and
subassemblies from suppliers on a purchase order basis and did not maintain
long-term supply arrangements. The Company selected suppliers based on quality
of product and industry acceptance. Most of the components used in the Company's
products were available from multiple sources. However, certain components used
in the Company's products were obtained from single sources. Similar to others
in the electronics industry, the Company, from time to time, did experience
difficulty in obtaining some components, and the Company and Boundless could do
so in the future.

                                       5
<PAGE>

Proprietary Rights and Licenses

    The Company believes that its success depends primarily upon factors such as
its responsiveness to customer needs and changing markets, the technological
competence and innovative skill of its personnel, and its marketing skills.
Although the Company has not historically been the subject of significant claims
of infringement by third parties, the Company, as is common in the industry,
from time to time receives, and may in the future receive, communications from
third parties asserting intellectual property rights relating to the Company's
products and technologies. There can be no assurance that the Company will be
able to obtain licenses of any intellectual property rights claimed by third
parties in the future with respect to the Company's products or that any such
licenses can be obtained on terms favorable to the Company. If the Company is
unable to obtain licenses of protected technology, it could be prohibited from
marketing products incorporating that technology. The Company could also incur
substantial costs in redesigning its products or in defending any legal action
taken against it. Should the Company be found to infringe the proprietary rights
of others, the Company could be required to pay damages to the infringed party.

    In certain of its products, the Company includes software licensed from
third parties. The Company's operating results could be adversely affected by a
number of factors relating to this third party software, including lack of
market acceptance, failure by the licensors to promote or support the software,
delays in shipment of the Company's products as a result of delays in the
introduction of licensed software or errors in the licensed software, or excess
customer support costs or product returns experienced by the Company due to
errors in the licensed software. Moreover, any impairment or termination of the
Company's relationship with any licensors of third party software could have a
material adverse effect on the Company's operating results.


Employees

    The Company presently has 53 full-time employees, including: 34 in
engineering, 8 in sales and marketing, and 11 in finance and administration.
Attracting and retaining highly-qualified engineering personnel will continue to
be a key factor to the Company's future success. The Company's employees are not
covered by any collective bargaining agreements, and the Company has never
experienced a work stoppage. The Company believes that its employee relations
are good.


Major Customers and Geographic Information

    For information concerning major customers and geographic data, reference is
made to Note 14 to the Company's Consolidated Financial Statements, located in
Item 8 of this Form 10-K.



                                       6
<PAGE>

ITEM 2: PROPERTIES

    The Company's headquarters is located at 1601 Clint Moore Road, a 57,673
square-foot facility. The 1601 Clint Moore Road lease expires in July 2002. In
addition to the corporate offices, the Company's headquarters houses accounting,
engineering, sales, marketing, human resources, and purchasing. The lease on the
Company's 10,513 square-foot warehouse space in Boca Raton, Florida expired on
July 31, 2000.


ITEM 3: LEGAL PROCEEDINGS

    The Company receives communications from time to time alleging that certain
of the Company's products infringe the patent rights of other third parties. The
Company cannot predict the outcome of any such claim, which may arise in the
future, or the effect of any such claim on the Company's operating results or
financial condition.

    The Company has been named a co-defendant in an action brought on September
24, 1999, in the United States District Court for the District of Massachusetts
by NEC Technologies, Inc. ("NEC"). The suit alleges that the Company supplied
modem hardware to NEC, which was combined by NEC with software supplied by
another co-defendant, Ring Zero Systems, Inc. NEC was subsequently sued for
patent infringement by PhoneTel Communications, Inc. ("PhoneTel"), allegedly as
a result of NEC's combination of modem hardware and software supplied by the
vendors in its personal computer products. NEC alleges that the Company and Ring
Zero are obligated to indemnify NEC for NEC's costs of defense and settlement of
the PhoneTel suit, in the amount of $327,000. This action was dismissed without
prejudice on April 25, 2000; however, the reason for the dismissal was entirely
procedural, and there has been no resolution of the substantive dispute. The
Company anticipates that NEC will refile this action in an appropriate
jurisdiction in the near future. The Company continues to evaluate the claim,
but cannot predict at this time whether the claim will have a material adverse
effect on the Company's operating results, financial condition, or cash flows.

    The Company and its Boca Global, Inc. subsidiary have been named
co-defendants in an action brought on April 21, 2000, in the District Court of
South Dakota, by Gateway, Inc. ("Gateway"). Global Village, Inc. had contracted
to supply its FaxWorks software to be bundled with Gateway PCs. Gateway's
complaint against the Company and Boca Global, Inc. alleges that either or both
of these entities assumed the liabilities of Global Village, Inc. with respect
to the FaxWorks product. Gateway reportedly will pay between $5 million and $6
million to settle litigation brought by PhoneTel, for which Gateway has sought
indemnification from the Company, Boca Global, Inc., and an unrelated
co-defendant. On January 19, 2001, a motion to dismiss was granted with respect
to Inprimis, Inc. Boca Global, Inc. remains as a defendant. While the Company
believes that Boca Global, Inc. will be able to assert numerous defenses to
liability, the Company is unable to estimate what impact, if any, this claim
will have upon the Company's financial statements, given the preliminary nature
of the claim.


ITEM 4: SUBMISSION OF MATTERS TO A VOTE FOR SECURITY HOLDERS

    No matter was submitted to a vote of shareholders of the Company during the
fourth quarter of the fiscal year ended December 31, 2000.



                                       7
<PAGE>

ITEM 4A: EXECUTIVE OFFICERS OF THE REGISTRANT

    Information required by Item 10 of Form 10-K with respect to executive
officers of the Company is set forth below. The executive officers of the
Company are elected annually by the Board of Directors and hold office until
their successors are elected and qualified, or until their earlier removal or
resignation.

    R. Michael Brewer, 58, has served as Senior Vice President of Finance/Chief
Financial Officer since June 2000. Before this, he was Chief Financial Officer
and Vice President of Finance for Park 'N View, an integrated voice, data, and
telephony provider to the long-haul trucking industry. Mr. Brewer previously
served as Senior Vice President of Finance/Chief Financial Officer for Inprimis
from 1994 to 1998. Before this, he was Vice President of Finance for Mitel
Corporation, a manufacturer of telecommunications PBX systems, where he was
responsible for all financial affairs for the company's North American
operations, including its manufacturing facilities in Puerto Rico, Florida, New
York, and Mexico.

    Larry L. Light, 45, has served as interim Chief Executive Officer since
January 15, 2001, following the retirement of Robert W. Ferguson. Additionally,
he has served as Chief Operating Officer for Inprimis Technologies, Inc. since
February 2000 and as Chief Technology Officer for Inprimis, Inc. since July
1999. Mr. Light is responsible for maintaining and enhancing the existing
reference platforms and creating new designs for interactive TV, video on
demand, Internet access, and other convergent technology appliances. From May
1998 to July 1999, Mr. Light was Senior Vice President of Engineering. Mr. Light
joined the Company in February 1995 as Vice President of Engineering. Before
joining the Company, Mr. Light served as a product development manager at IBM's
Boca Raton, Fla. facility. Before this, he was a design engineer at IBM's
Federal Systems Division in Cape Canaveral, Fla. where he helped design space
shuttle cargo system simulators.

    Martha A. Ritchason, 61, has served as Senior Vice President of General
Administration since February 2000. She is responsible for the departments of
human resources, risk management, contract administration, facilities, security,
special projects, and coordination of legal matters between the Company and its
principal outside counsel. From July 1995 to February 2000, Ms. Ritchason served
as Vice President of Human Resources; and from September 1991 to July 1995, she
served as Director of Human Resources. Prior to joining the Company in 1991, Ms.
Ritchason was Director of Human Resources for the City of Delray Beach, Fla.
where she was responsible for overseeing all aspects of the City's human
resources, risk management, grants, and public relations functions.
Additionally, she served as the City's Chief Labor Negotiator for all collective
bargaining matters. Before that, Ms. Ritchason held management positions with
Burdines, Kelly Services, and the Upjohn Company.

    Michael D. Stebel, 47, has served as Senior Vice President of Sales and
Marketing for Inprimis Technologies, Inc. since December 2000. He is responsible
for the Company's selling efforts, including overseeing the sales team, sales
engineering, and technical support. He also is responsible for the Company's
strategic marketing programs, including strategic and industry alliances,
marketing communications, the Company's Website, and marketing planning. From
December 1999 to December 2000, Mr. Stebel served as Vice President of Marketing
for Boca Global, Inc. Prior to joining the Company in 1999, he was Executive
Vice President of Marketing and Corporate Strategy for Boundless Technologies
where he was responsible for the company's thin client business. Prior to
joining Boundless in 1994, Mr. Stebel served as the Director of Marketing for
AT&T GIS (NCR), where he led the market and research and planning for the future
product direction of AT&T's ADDS Division, and as the Vice President of Sales
and Marketing for Veeco Instruments, a manufacturer of semiconductor processing
and measurement equipment.


                                       8
<PAGE>

                                     PART II

ITEM 5: MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
        STOCKHOLDER MATTERS

    The Common Stock of the Company traded on The Nasdaq Stock Market(R) under
the symbol BOCI until October 10, 2000, when the Company changed its name from
Boca Research, Inc. to Inprimis, Inc. Since October 10, 2000, the Common Stock
of the Company has traded under the symbol INPM. The following table sets forth
the high and low closing prices for the Company's Common Stock for the period
indicated as reported by the Nasdaq National Market.

     Year    Fiscal Quarter Ended                       High         Low
    ------   --------------------------                 ----         ---
     1999    March 31, 1999.....................       4 7/8        3
             June 30, 1999......................       10 1/2       3 1/4
             September 30, 1999.................       7 3/4        4 3/4
             December 31, 1999..................       9 3/16       5 5/8

     2000    March 31, 2000.....................       8 5/8        5 7/8
             June 30, 2000......................       6 11/32      3 9/16
             September 30, 2000.................       5 1/4        2 7/8
             December 31, 2000..................       3 1/8        5/8

     2001    Through March 1, 2001..............       2 9/16       1


    As of March 1, 2001, the Company had outstanding 11,623,604 shares of Common
Stock held by approximately 294 shareholders of record. This number does not
include beneficial owners of the Common Stock whose shares are held in the names
of various dealers, clearing agencies, banks, brokers and other fiduciaries.

    The Company has not paid and does not anticipate paying any cash dividends
on its Common Stock.



                                       9
<PAGE>

ITEM 6: SELECTED CONSOLIDATED FINANCIAL DATA

    The following selected consolidated financial information for the years
ended December 31, 1996 through December 31, 2000 is derived from the Company's
consolidated financial statements, which have been audited by the Company's
independent auditors. The information set forth below for fiscal years 1998,
1999, and 2000 is qualified by reference to and should be read in conjunction
with the Consolidated Financial Statements and related notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," which are included elsewhere in this report.

<TABLE>
<CAPTION>
                                                                                           Year Ended December 31,
                                                                         -----------------------------------------
                                                                            1996        1997        1998         1999        2000
                                                                         ----------  ----------  ----------   ----------  -------
                                                                                    (In thousands, except per-share data)
<S>                                                                      <C>         <C>         <C>          <C>         <C>
Statements of Operations Data:
Net sales............................................................    $ 153,524   $  70,207   $  70,042    $  32,767   $  14,397
Cost of goods sold...................................................      122,855      71,164      64,165       32,234      12,764
                                                                         ---------   ---------   ---------    ---------   ---------
          Gross profit (loss)........................................       30,669        (957)      5,877          533       1,633
                                                                         ---------   ---------   ---------    ---------   ---------
Operating expenses:
     Research and development........................................        3,073       2,808       2,992        3,863       2,413
     Selling, general and administrative.............................       18,551      18,366      15,389       19,316      10,245
     In-process research and development.............................           --          --       2,800           --          --
     Asset impairment and other charges..............................           --          --          --           --       4,458
                                                                         ---------   ---------   ---------    ---------   ---------
          Total operating expenses...................................       21,624      21,174      21,181       23,179      17,116
                                                                         ---------   ---------   ---------    ---------   ---------
Income (loss) from operations........................................        9,045     (22,131)    (15,304)     (22,646)    (15,483)
Non-operating income, net............................................          596         837         694          377       2,021
                                                                         ---------   ---------   ---------    ---------   ---------
Income (loss) before income taxes....................................        9,641     (21,294)    (14,610)     (22,269)    (13,462)
Income taxes (benefit)...............................................        3,191      (6,371)         --            8           1
                                                                         ---------   ---------   ---------    ---------   ---------
Net income (loss)....................................................     $ 6,450    $(14,923)   $(14,610)    $(22,277)   $(13,463)
                                                                           =======    =========   =========    =========   =========
Basic earnings (loss) per share......................................    $    0.75   $   (1.71)  $   (1.67)   $   (2.20)  $   (1.16)
                                                                         =========   ==========  ==========   ==========  ==========
Weighted average basic shares outstanding............................        8,610       8,718       8,749       10,123      11,586
                                                                         =========   =========   =========    =========   =========
Diluted earnings (loss) per share....................................    $    0.72   $   (1.71)  $   (1.67)   $   (2.20)  $   (1.16)
                                                                         =========   ==========  ==========   ==========  ==========
Weighted average diluted shares outstanding..........................        8,941       8,718       8,766       10,123      11,586
                                                                         =========   =========   =========    =========   =========
</TABLE>

<TABLE>
<CAPTION>
                                                                                               Year Ended December 31,
                                                                           -------------------------------------------
                                                                              1996        1997        1998         1999        2000
                                                                           ----------  ----------  ----------   ----------     ----
                                                                                                 (In Thousands)
<S>                                                                        <C>         <C>         <C>          <C>         <C>
Balance Sheet Data:
Working capital......................................................      $ 47,248    $ 34,849    $ 16,706     $ 11,254    $  2,622
Total assets.........................................................        66,066      50,219      39,742       26,488       9,085
Total stockholders' equity...........................................        55,162      40,580      26,101       17,323       4,389

</TABLE>

                                       10
<PAGE>

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

    The matters discussed in Management's Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere in this report (including ITEM
1: BUSINESS) contain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 23E of the Securities
Act of 1934, as amended. These statements relate to future events or future
financial performance. Any statements contained in this report that are not
statements of historical fact may be deemed forward-looking statements. In some
cases, forward-looking statements can be identified by terminology such as
"may," "will," "should," "expect," "plan," "anticipate," "intend," "believe,"
"estimate," "predict," "potential," or "continue," or the negative of such terms
or other comparable terminology. These statements are only predictions. Actual
events or results may differ materially.

    Although the Company believes that the expectations reflected in the
forward-looking statements are reasonable, the Company cannot guarantee future
results, levels of activity, performance, or achievements. Moreover, neither the
Company, nor any other entity, assumes responsibility for the accuracy and
completeness of the forward-looking statements. The Company is under no
obligation to update any of the forward-looking statements after the filing of
this report to conform such statements to actual results or to changes in the
Company's expectations.

    The following discussion should be read in conjunction with the Company's
financial statements, related notes, and the other financial information
appearing elsewhere in this report. Readers are also urged to carefully review
and consider the various disclosures made by the Company, which attempt to
advise interested parties of the factors that affect the Company's business,
including without limitation, the disclosures made under the caption "Certain
Factors That May Affect Future Performance."

Results of Operations

    The following discussion of the Company's consolidated results of operations
for the years ended December 31, 1998, 1999, and 2000 is based upon the
consolidated statements of operations data contained in the Company's selected
consolidated financial data appearing elsewhere in this report. The following
discussion and analysis should be read in conjunction with the financial
information set forth under "Selected Consolidated Financial Data" and the
consolidated financial statements, including the notes thereto, included
elsewhere herein.

    The following table sets forth for the periods indicated the percentage of
net sales represented by each line item in the Company's consolidated statements
of operations:

<TABLE>
<CAPTION>

                                                                                                           Year Ended December 31,
                                                                                                           -----------------------
                                                                                                         1998       1999       2000
                                                                                                      -------    -------    -------
<S>                                                                                                   <C>        <C>        <C>
Net sales......................................................................................         100.0%     100.0%    100.0%
Cost of goods sold.............................................................................          91.6       98.4      88.7
                                                                                                        -----      -----     -----
  Gross profit.................................................................................           8.4        1.6      11.3
                                                                                                        -----      -----     -----
Operating expenses:
  Research and development.....................................................................           4.3       11.8      16.7
  Selling, general and administrative..........................................................          22.0       58.9      71.1
  In-process research and development..........................................................           4.0        ---       ---
  Asset impairment and other charges...........................................................           ---        ---      31.0
                                                                                                        -----      -----     -----
    Total operating expenses...................................................................          30.3       70.7     118.8
                                                                                                        -----      -----     -----
Loss from operations...........................................................................         (21.9)     (69.1)   (107.5)
Non-operating income...........................................................................           1.0        1.1      14.0
                                                                                                        -----      -----     -----
Loss before income taxes.......................................................................         (20.9)     (68.0)    (93.5)
Income taxes benefit...........................................................................           ---        ---       ---
                                                                                                        -----      -----     -----
Net loss.......................................................................................         (20.9)%    (68.0)%   (93.5)%
                                                                                                        =====      =====     =====
</TABLE>

                                       11
<PAGE>

Years Ended December 31, 1998, 1999, and 2000

    Net Sales. The Company's net sales decreased by 56% from $32.8 million in
1999 to $14.4 million in 2000. The net sales decrease was primarily attributable
to data communications products, which were adversely affected primarily by the
Company's decision to cease production and sales of the data communications
product line, together with industry-wide lower sales and pricing pressure.

    With respect to the Global Village branded data communications products,
sales decreased to $4.3 million in 2000 compared to net sales of $13.0 million
in 1999. During 1999, Apple Computer, Inc. ("Apple") introduced a new line of
Power Macintosh G3 computers equipped with either a non-Global Village internal
modem or an internal Zip drive at no additional cost. The Company believes that
the Apple promotion continued to have a negative impact on sales of Global
Village modems in 2000. Additionally, in 2000, the Company decided to no longer
offer data communications products.

    Engineering services revenue for 2000 consisted primarily of $3.3 million
for contract engineering, $805,000 in royalties from licensing the Company's
Internet appliance reference design, and $648,000 from prototype and product
sales arising from engineering contracts compared to $715,000 for contract
engineering in 1999.

    International sales decreased by 70% in 2000 as compared to 1999, and
decreased by 69% in 1999 as compared to 1998. In 1998, 1999, and 2000,
international sales comprised approximately 19%, 13%, and 8%, respectively, of
the Company's net sales. International sales declined in 2000 primarily due to
the Company's decision to cease production and sales of the data communications
product line. International sales declined in 1999 and 1998 primarily due to the
foregoing factors and because of the strength of the U.S. dollar, which affected
the pricing competitiveness of the Company's data communications products,
particularly in the Asia/Pacific Rim region.

    The following table presents the net sales for the Company's product
categories for the periods indicated. Net sales of data communications products
have declined in each of the last four years. The Company exited the data
communications business in 2000. Revenue from engineering services increased
substantially in 2000 as a result of the Company's decision to embark on its
plan to transform itself into a provider of software and systems services.

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                              Year Ended December 31,
                                      Product Categories                      1998       %        1999        %       2000     %
                                      ------------------------             --------- --------  ---------  --------  -------- -----
                                                                                             (Dollars in thousands)
<S>                                                                        <C>           <C>   <C>            <C>   <C>          <C>
Data communications..................................................      $ 48,649      70%   $   25,844     79%   $ 7,393      51%
Custom manufacturing.................................................        12,311      18           769      2        138       1
Multimedia...........................................................            36      --            --     --         --      --
Video graphics.......................................................           770       1            62     --         --      --
Video conferencing...................................................           257      --           316      1         --      --
I/O, IDE and Multiport...............................................         4,491       6         3,798     12      1,799      12
Networking...........................................................         1,570       2           420      1         --      --
Internet access devices and thin clients.............................         1,958       3           843      3        259       2
Engineering Services.................................................            --      --           715      2      4,808      34
                                                                           --------     ---    ----------    ---    -------     ---
    Total net sales..................................................      $ 70,042     100%   $   32,767    100%   $14,397     100%
                                                                           ========     ===    ==========    ===    =======     ===
</TABLE>


    Gross Profit. Gross profit increased to $1.6 million in 2000 from $533,000
in 1999 and increased as a percentage of net sales from 1.6% in 1999 to 11.3% in
2000. The Company's gross profit improvement in 2000 was the result of the
Company's transition from primarily a data communications products manufacturer
to a software and systems solutions-based services provider. Gross profit
decreased to $533,000 in 1999 from $5.9 million in 1998 and decreased as a
percentage of net sales to 1.6% in 1999 from 8.4% in 1998. The decrease in gross
profit in 1999 was primarily attributed to increases in inventory reserves
charged to cost of goods sold in the amount of $3.7 million. The gross profit
percentage was also affected by low utilization of the Company's manufacturing
facilities and aggressive channel pricing to reduce channel inventories.

    The gross profit margins on the Company's data communications products were
impacted by poor general industry conditions such as lower sales and declining
prices and the Company's transition out of the data communications business. The
Company's decision to cease production and sales of the data communications
product line will result in insignificant data communications product sales in
2001. The factors that have affected gross margins in the past for the data
communications business, such as product and channel mix, wholesale distributors
and retailers versus OEM's, component costs and manufacturing efficiency and
capacity utilization will be

                                       12
<PAGE>

different for the software and systems solution-based services business. In
addition, industry dynamics are different for a service business than for a
products business. For a company providing software and systems solution-based
services, the factors that affect gross margins include the size of the
interactive TV market, the amount of competition, a rapidly-changing technology,
and the ability to develop expertise that will attract customers desiring to
outsource engineering.

    On March 3, 2000, the Company completed the sale of certain of its assets
relating to its manufacturing operations at 1377 Clint Moore Road, to Boundless,
a wholly owned subsidiary of Boundless Corporation (the "Boundless
Transaction"). The sale was part of the Company's efforts to improve gross
margins and resulted in a gain of $277,000. In accordance with the terms of the
Asset Purchase Agreement between the Company and Boundless Technologies, Inc.,
which was assigned to Boundless on the closing of the transaction, Boundless
paid the Company $700,000 in cash and Boundless issued to the Company a 6%
promissory note (the "Note") in the principal amount of $1.0 million to be paid
in eight equal installments of $125,000 plus accrued interest, commencing on
June 1, 2000, and on the first business day of every third month thereafter,
until paid in full. The obligations of Boundless under the Note are guaranteed
by Boundless Technologies, Inc. and Boundless Corporation. Additionally,
concurrent with the closing of the Boundless Transaction, the Company has
entered into a Supply Agreement with Boundless (the "Supply Agreement") pursuant
to which the Company agreed to outsource the manufacture of certain products to
Boundless for a period of two years.

    Under the Supply Agreement, the Company guarantees that it will purchase
products resulting in proceeds to Boundless exclusive of costs of materials, of
at least $3.8 million during the first year of the term of the Supply Agreement.
To the extent the Company falls short of the cumulative prorated amount
guaranteed in any of the four 90-day periods subsequent to March 3, 2000, the
amount of the shortfall would be due within 30 days after the end of the 90-day
period in which the shortfall occurred. In connection with the Company's
decision to cease production and sales of the data communications product line,
the Company has eliminated its purchase of data communications products from
Boundless and has estimated that there will be a shortfall in meeting its
contractual purchase commitment of $1.8 million. The calculation of the
shortfall in the purchase commitment took into consideration the Company's
purchase requirements for data communications products through December 31,
2000, the use of Boundless to fulfill the Company's obligations for warranty
repairs, and other opportunities to satisfy the purchase requirements that are
afforded by the contract with Boundless. As of December 31, 2000, the Company
had not yet paid $1.4 million of the shortfall to Boundless. In the event of any
default under the Note, the Company is entitled to offset any amounts due to
Boundless under the Supply Agreement. There is no minimum purchase obligation
during the second year of the Supply Agreement.

    Research and Development Expenses. Research and development expenses were
$3.0 million in 1998, $3.9 million in 1999, and $2.4 million in 2000, and
represented 4.3%, 11.8%, and 16.7%, respectively, of net sales for each of those
years. The Company's research and development expenses are focused on
development of reference designs for set-top boxes and other Internet
appliances.

    In the short term, as the Company completes the transition into an
engineering services organization, a significant portion of the total hours
worked on engineering projects will not be billable to third party clients and
are, therefore, internal research and development related. In the future, the
Company's goal is to bill external clients for an increasing portion of the
engineering hours. While there is no assurance that it will be able to pass
along such costs, the Company intends to continue expending capital towards
research and development projects.

    Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $15.4 million in 1998, $19.3 million in 1999, and
$10.2 million in 2000, and represented 22.0%, 58.9%, and 71.1%, respectively, of
net sales for each of those years. Management of the Company focused on reducing
expenses during 2000 in conjunction with the Company's decision to exit the data
communications industry. Included in selling, general and administrative
expenses in 1998, 1999, and 2000 were approximately $985,000, $65,000, and
$240,000, respectively, in provisions for write off of uncollectible accounts.

    In 2000, selling, general, and administrative expenses were $9.1 million
lower than in 1999. Such decrease is attributable primarily to a decrease in
corporate and other expenses of $3.0 million, $2.8 million lower sales expenses,
$1.4 million lower technical support expenses, $670,000 lower costs due to
discontinuation of the Thin Client product marketing efforts, $522,000 less in
trade show expenses, $458,000 less in corporate facilities expenses, and a gain
of $292,000 on the sale of fixed assets.

    Selling, general and administrative expenses as a percentage of net sales
will continue to fluctuate and will be influenced by the level of sales.
Selling, general and administrative expenses are likely to be different for
service-oriented products than for manufactured products. The Company is
adjusting these expenses to support the anticipated sales level. Since certain
selling, general and administrative expenses have a fixed nature, a reduction in
net sales may result in an increase in selling, general and administrative
expenses as a percentage of net sales.

                                       13
<PAGE>

    In-Process Research and Development Expenses. On June 18, 1998, the Company
completed its acquisition of the modem business of Global Village in exchange
for $9.9 million in cash and notes. The Company purchased certain of Global
Village's assets, technology, operations, and assumed certain of Global
Village's liabilities. This transaction was accounted for using the purchase
method of accounting with the purchase price being partially allocated to
purchased technologies and intangible assets. Of the total purchase price, $2.8
million represented the value of in-process research and development that had
not yet reached technological feasibility and had no alternative future use and,
as such, was recorded as a non-recurring charge for in-process research and
development. The value attributed to the in-process research and development was
determined by an independent appraisal.

    Asset Impairment and Other Charges. The charges to operations relating to
impairment of goodwill and tradenames and the shortfall under the Supply
Agreement totaling $4.5 million are recorded under "Asset impairment and other
charges" in the Consolidated Statements of Operations for the twelve months
ended December 31, 2000.

    The Company embarked upon a plan in early 2000 to transition from being
primarily a data communications products manufacturer to its new focus on
providing software and systems solutions-based services. The Company
significantly reduced its purchase orders for new products from Boundless, and
procurement of new data communications products was eliminated by September 30,
2000. In addition, the Company sold certain assets to Zoom to provide the
Company with a smooth and customer-oriented transition out of analog modem
products. These actions resulted in the Company determining that the goodwill
and tradenames related to the data communications business had been impaired as
of June 30, 2000, and the Company recorded a charge to operations of $2.7
million. The elimination of new purchase orders to Boundless will result in the
Company falling short of the guarantee purchase commitments under the Supply
Agreement with Boundless. Although purchases by Zoom from Boundless of the
Company's products relating to analog modems may mitigate the shortfall, (see
Note 10, "Commitments and Contingencies" and Note 11, "Agreement between
Inprimis, Inc. and Zoom Telephonics" to the Consolidated Financial Statements
included in Item 8 hereof), the Company estimated that the shortfall amounted to
$1.8 million and took a charge to operations in 2000 for this amount. As of
December 31, 2000, Zoom had not made any commitments to manufacture the
Company's products at Boundless.

    Provision for Income Taxes. The effective tax rate in 1998, 1999, and 2000
was zero percent.


Liquidity and Capital Resources

    As of December 31, 2000, the Company's working capital decreased by $8.6
million from December 31, 1999. This decrease was primarily the result of a $6.4
million decrease in cash, a $3.7 million decrease in inventories, and a $2.4
million decrease in trade receivables offset by a $3.2 million decrease in
accounts payable, a $341,000 decrease in accrued expenses and other liabilities,
and a $425,000 decrease in deferred revenue. In addition, in 2000, the Company
had proceeds associated with the sale of shares previously received in
connection with an exclusive marketing agreement and the sale of a foreign
investment of $1.5 million, and proceeds of $715,000 related to the sale of
fixed assets. The Company's operations used cash of $8.2 million in 2000.

    The Company incurred substantial operating losses and negative operating
cash flow in 1999 and 2000. The Company's history of substantial operating
losses and negative cash flow, as well as its limited backlog, gives rise to
substantial doubt that the Company will be able to continue as a going concern
for a reasonable period of time. An unfavorable outcome of the legal
contingencies (see Note 10) would also have an adverse affect on the Company's
cash flow. The Company also has additional cash requirements in connection with
the Boundless Transaction. The elimination of new purchase orders to Boundless
will result in the Company falling short of the guarantee purchase commitments
under the Supply Agreement with Boundless. As of December 31, 2000, Zoom had not
made any commitments to manufacture the Company's products at Boundless. The
Company has implemented efforts to bring its expense structure in line with the
reduced levels of revenue being achieved. The Company's historical sales results
and its current backlog do not give the Company sufficient visibility or
predictability to indicate that the required higher sales levels might be
achieved. The Company's future success will depend on the Company increasing its
revenues and reducing its expenses to enable the Company to match more closely
its revenue expectations. There can be no assurances that the Company will
return to profitable operations. In that event, management does not believe that
existing cash balances and cash generated from operations will be sufficient to
meet its liquidity and capital needs for the next twelve months. See also Note 1
to the Company's Financial Statements, located in Item 8 of this Form 10-K, and
"Liquidity and Capital Resources," under "Certain Factors That May Affect Future
Performance."

    The Company regularly evaluates acquisitions of businesses, technologies, or
products complementary to the Company's business. In the event that the Company
decides to pursue one or more acquisitions, the Company's remaining cash
balances may be utilized to finance such acquisitions, and additional sources of
liquidity, such as debt or equity financing, will in all likelihood be required
for such acquisitions or to meet working capital needs. There can be no
assurance that additional capital beyond the amounts

                                       14
<PAGE>

forecasted by the Company will not be required or that any such required capital
will be available on terms acceptable to the Company, if at all, at such time or
times as required by the Company.


Certain Factors That May Affect Future Performance

    In addition to the other information in this Form 10-K, readers should
consider carefully the following factors that may affect the future performance
of the Company.


Transition of the Company; Unproven Business Plan and Limited Experience

    The Company embarked upon a plan in early 2000 to transition from being
primarily a data communication products manufacturer to its new focus on
providing software and systems solutions-based services. Currently, the Company
has very limited experience providing software and systems solutions-based
services, and there can be no assurances that the Company will succeed in
implementing its as-yet unproven business plan. Risks associated with this
transition include:

         a. the existence of a limited number of network operators and
            information appliance manufacturers that have deployed products and
            services using the Company's technology;
         b. potential delays in deploying high-speed networks and
            internet-enhanced services and applications by the Company's
            customers;
         c. an unproven business model, which depends on revenues from
            engineering services and royalty fees paid by information appliance
            manufacturers and network operators;
         d. a potential inability of the Company to expand its engineering and
            design staff, increase its sales or marketing activities, and invest
            in its technological infrastructure; and
         e. the Company's limited liquidity and capital resources.


Uncertainty in Development of an Evolving Industry

    The market for intelligent computing devices is emerging and the potential
size of this market and the timing of its development are not known. As a
result, the profitability of the Company is uncertain and anticipated revenues
may not materialize. The Company is dependent upon the broad acceptance by
business and consumers of a wide variety of intelligent computing devices, which
depend on many factors, including:

         a. the development of content and applications for intelligent
            computing devices;

         b. the willingness of large numbers of businesses and consumers to
            use devices such as handheld and palm-size PCs and handheld
            industrial data collectors to perform functions currently carried
            out manually or by traditional PCs, including inputting and sharing
            data, communicating among users and connecting to the Internet; and

         c. the evolution of industry standards that facilitate the
            distribution of content over the Internet to these devices via wired
            and wireless telecommunications systems, satellite, or cable.

    There can be no assurances that the Company will succeed in achieving its
goals, and its failure to do so would have a material adverse effect on its
business, prospects, financial condition and operating results and the Company's
ability to continue as a going concern.


Software Development and Services Market; Low Barriers to Entry

    The market for software development and services is becoming increasingly
competitive. Increased competition may result in price reductions, lower gross
margins, and loss of market share, which would harm the Company's planned
business. The Company faces competition from:

         a. current and potential customers' internal research and development
            departments that may seek to develop their own proprietary
            solutions;
         b. large professional engineering services firms that may enter the
            market;
         c. established intelligent computing device software and tools
            manufacturers; and
         d. small and medium-sized engineering service companies.

                                       15
<PAGE>

    As the Company assists other companies in developing new products,
particularly products focused on specific industries, they may begin competing
with companies in sectors that have not been identified above. It is also
possible that new competitors will enter the market or that existing competitors
will form alliances that may enable them to rapidly increase their market share.
The barriers to entering the market as software developer or hardware design
consultant for intelligent computing devices are low. New market entrants may
have lower overhead than the Company and therefore be able to offer advantageous
pricing. The Company expects that competition will increase as other established
and emerging companies enter the intelligent computing device market and as new
products and technologies are introduced.


Rapid Pace of Technological Change; Effect On New and Existing Products
and Services

    The markets for the Company's products and services are characterized by
rapidly changing technology, evolving industry standards, and short product life
cycles. The Company's success depends upon its ability to enhance its existing
products and services and to introduce new products and services with features
that meet changing end-user requirements. The Information Technology ("IT")
sector in which the Company offers outsourcing and other services is
characterized by rapidly changing technology with continuous improvements in
both computer hardware and software and rapid obsolescence of current systems.
The Company's success will depend in part on its ability to develop solutions
that keep pace with continuing changes in information technology, evolving
industry standards and changing client preferences. Additionally, there can be
no assurance that the Company will be successful in identifying new markets, in
developing and marketing new products and services, or in enhancing its existing
products and services, either internally or through strategic relationships with
third parties. The Company's business would be adversely affected if the Company
were to incur delays in developing new, or enhancing existing, products and
services, due to delays in obtaining any required regulatory approvals for its
products or if any such new products or enhancements did not gain market
acceptance. In addition, there can be no assurance that products or technologies
developed by others will not render the Company's products or technologies
noncompetitive or obsolete.


Potential Significant Fluctuations in Quarterly Results; Effect on Company
Stock Price

    The Company's quarterly operating results have varied significantly, and
continue to vary significantly, depending on a number of factors, some of which
could adversely affect the Company's operating results and the trading price of
the Company's Common Stock in the future. These factors include the level of
demand for the Company's products and services, competition, competitive pricing
pressures, and the timing of engineering contracts and completion of the
contracts per the specified terms. There can be no assurance that the Company
will be able to achieve growth in revenue or return to profitability on a
quarterly or annual basis. The Company's expense levels are based, in part, on
its expectations as to future revenue. If sales and revenue levels are below
expectations, operating results will continue to be adversely affected, which
will likely have an adverse effect on the trading price of the Company's Common
Stock.


Effect of Potential Acquisitions on Operations, Products, Services, and
Personnel

    The Company may from time to time determine to pursue the acquisition of
other companies, assets, technologies, or product lines that would complement or
expand its existing business. Certain of these acquisitions may involve
businesses in which the Company lacks experience. Acquisitions involve a number
of risks that could adversely affect the Company's operating results, including
the diversion of management's attention, the assimilation of the operations,
products and personnel of the acquired companies, the amortization of acquired
intangible assets and the potential loss of key employees of the acquired
companies. There can be no assurance that the Company will be able to identify
businesses that would complement or expand its existing business or such
acquisitions; finance any such acquisitions; manage one or more acquisitions
successfully; or integrate the operations, products, or personnel gained through
such acquisition without a material adverse impact on the Company's business,
financial condition, and results of operations, particularly in the quarters
immediately following such acquisitions.


Effects of Increasing Competition

    The Company has entered into new markets, including the Internet TV
appliance industry, and has encountered competition from a number of
well-established companies, most of which have greater financial, technical,
product development, manufacturing and marketing resources and experience than
that of the Company. Further, the markets for the Company's products and
services are increasingly competitive, resulting in increasing pricing
pressures. The Company believes that its ability to compete depends on a number
of factors, including price, quality and reliability, availability, credit
terms, name recognition, delivery time, and post-sale service and support. There
can be no assurance that the Company will be able to continue to compete
successfully with respect to these factors. A variety of companies currently
offer products and services that compete directly with the Company's products
and

                                       16
<PAGE>

services. These competitors could introduce additional products and services
that are superior to the Company's, or that achieve greater market acceptance.
The introduction of lower priced competitive products and services or
significant price reductions by the Company's competitors would result in price
reductions in the Company's products and services that could have a material
adverse effect on the Company's operating results.


Proprietary Rights; Dependence on Software Licenses

    The Company receives from time to time, and may receive in the future,
communications from third parties asserting intellectual property rights
relating to the Company's products (which include services) and technologies.
There can be no assurance that in the future the Company will be able to obtain
licenses of any intellectual property rights owned by third parties with respect
to the Company's products or that any such licenses can be obtained on terms
favorable to the Company. If the Company is unable to obtain licenses of
protected technology, it could be prohibited from developing and marketing
products incorporating that technology. The Company could also incur substantial
costs in redesigning its products or in defending any legal action taken against
it. Should the Company be found to infringe the proprietary rights of others,
the Company could be required to pay damages to the infringed party, which could
have a material adverse effect on the Company's operating results. In certain of
its products, the Company includes software licensed from third parties. The
Company's operating results could be adversely affected by a number of factors
relating to this third party software, including lack of market acceptance,
failure by the licensors to promote or support the software, delays in shipment
of the Company's products as a result of delays in the introduction of licensed
software or errors in the licensed software, or excess customer support costs or
product returns experienced by the Company due to errors in the licensed
software. Moreover, any impairment or termination of the Company's relationship
with any licensors of third party software could have a material adverse effect
on the Company's operating results.


Volatility of Stock Price

    The price of the Company's Common Stock historically has been volatile due
to fluctuations in operating results and other factors relating to the Company's
operations, the market's changing expectations for the Company's growth, overall
equity market conditions relating to the market for technology stocks generally,
and other factors unrelated to the Company's operations, including announcements
by or relating to the Company's competitors. Such fluctuations are expected to
continue. In addition, stock markets have experienced more price volatility in
recent years. This volatility has had a substantial effect on the market prices
of securities issued by many technology companies, often for reasons unrelated
to the operating performance of the specific companies.


Status of Company Common Stock Listing on Nasdaq National Market

    Stocks traded on the Nasdaq National Market must meet certain listing
requirements, including requirements with respect to a company's net assets and
the trading price of its stock. The Company risks not meeting such listing
requirements in the near future, and if the value of the Company's net assets
continues to decline or if the trading price of its Common Stock remains below
$1.00, the Company's Common Stock may no longer be eligible for trading on the
Nasdaq National Market.


Dependence on Key Personnel

    The Company is highly dependent on its executive officers and other key
personnel, certain of whom could be difficult to replace. If certain of these
people were to leave the Company, operating results could be adversely affected.
The future growth and success of the Company also depends in part on its ability
to attract and retain skilled employees. In light of the Company's overall
financial condition, it may be difficult to implement compensation packages
sufficient to attract and retain such skilled employees. All four of the
Company's executive officers have formal employment contracts (see Item 4A
included in this Form 10-K for a listing of the executive officers of the
Company).


Potential Liquidity and Capital Resource Difficulties

    The Company has incurred substantial operating losses in 1997, 1998, 1999,
and 2000. Although cash and cash equivalents were $5.5 million as of December
31, 2000, the Company's net cash used in operating activities was over $8.2
million for the twelve months then ended. Furthermore, it is likely that the
Company's operations will continue to consume cash into 2001. An unfavorable
outcome of the legal contingencies (see Note 10) would also have an adverse
affect on the Company's cash flow. Such conditions give rise to substantial
doubt that the Company will be able to continue as a going concern.

                                       17
<PAGE>

    Further, the Company has additional cash requirements in connection with the
sale by the Company of certain of its assets relating to its manufacturing
operations to a subsidiary of Boundless Corporation ("Boundless") on March 3,
2000, as previously reported by the Company. Specifically, in connection with
the foregoing transaction, as previously reported by the Company, the Company
entered into a Supply Agreement with Boundless pursuant to which it agreed to
outsource the manufacture of certain products to Boundless for a period of two
years and guaranteed certain minimum dollar proceeds to Boundless (the
"Guarantee"). As previously reported by the Company, the Company has eliminated
its purchase of data communications products from Boundless, resulting in the
Company being contractually obligated pursuant to the Guarantee. As of December
31, 2000, the Company's estimated shortfall pursuant to the Guarantee was $1.4
million.

    Management has implemented efforts to bring the Company's expense structure
in line with the reduced revenue levels currently being achieved. The Company
has recently transitioned from being primarily a data communication products
manufacturer to a company that provides software and systems solutions-based
services. However, this market is just emerging and the potential size of this
market and the timing of its development are not known.

    Management believes that it will be necessary for the Company to return to
profitable operations in the near future in order for existing cash balances and
cash generated from operations to be sufficient to meet the Company's liquidity
and capital needs for the next twelve months. Should the Company require
additional capital, there can be no assurance that any such required capital
will be available on terms acceptable to the Company, if at all, at such time or
times as required by the Company. On October 6, 2000, the Company terminated its
collateralized line of credit, which was originally scheduled to expire on
November 9, 2000; and the Company does not currently intend to replace it. The
Company cannot guarantee that it will succeed in achieving its goals, and its
failure to do so would have a material adverse effect on its business,
prospects, financial condition, operating results, and the Company's ability to
continue as a going concern.


ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Interest Rate Risk Management. Due to its short-term duration, the fair
value of the Company's cash and cash equivalents portfolio at December 31, 2000
approximated carrying value. Interest rate risk is estimated as the potential
decrease in fair value resulting from a hypothetical 10% increase in interest
rates for issues contained in the portfolio. The resulting hypothetical fair
value was not materially different from the year-end carrying value.


                                       18
<PAGE>

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                                           Page
                                                                           ----
 (1)  Financial Statements
      Independent Auditors' Report......................................    20
      Consolidated Balance Sheets.......................................    21
      Consolidated Statements of Operations.............................    22
      Consolidated Statements of Stockholders' Equity...................    23
      Consolidated Statements of Cash Flows.............................    24
      Notes to Consolidated Financial Statements........................    25
 (2)  Financial Statement Schedules
      Schedule II-- Consolidated Valuation and Qualifying Accounts......    35

    Schedules other than those listed above have been omitted since they are
either not applicable, not required or the information is included elsewhere
herein.



                                       19
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of Inprimis, Inc.

We have audited the accompanying consolidated balance sheets of Inprimis, Inc.
and subsidiaries, formerly Boca Research, Inc. (the "Company"), as of December
31, 1999 and 2000, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the each of the three years in the
period ended December 31, 2000. Our audits also include the financial statement
schedule listed in the Index at Item 8. These financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements and
financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Inprimis, Inc. and subsidiaries at
December 31, 1999 and 2000, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company's recurring losses from
operations, negative cash flows and expected cash requirements for 2001 raise
substantial doubt about its ability to continue as a going concern. Management's
plans concerning these matters are also described in Note 1. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


DELOITTE & TOUCHE LLP
Certified Public Accountants

Fort Lauderdale, Florida
February 22, 2001


                                       20
<PAGE>

                        INPRIMIS, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                              December 31,
                                                                                       -------------------------
                                                                                           1999         2000
                                                                                       -----------  ------------
<S>                                                                                    <C>          <C>
                                                     ASSETS
         Current Assets:
           Cash and cash equivalents (Note 2)......................................    $11,819,147  $  5,453,840
           Trade receivables, net (Notes 2, 14, 15)................................      3,622,923     1,203,788
           Inventories (Notes 2, 3) ...............................................      3,672,395           ---
           Prepaid expenses and other assets.......................................        788,491       661,432
                                                                                       -----------  ------------
             Total current assets..................................................     19,902,956     7,319,060
         Property and equipment, net (Notes 2, 4)..................................      2,039,413       970,959
         Goodwill and other intangible assets (Note 2) ............................      3,368,996           ---
         Other assets (Note 15)....................................................      1,176,925       795,212
                                                                                       -----------  ------------
         TOTAL.....................................................................    $26,488,290  $  9,085,231
                                                                                       ===========  ============


                                      LIABILITIES AND STOCKHOLDERS' EQUITY
         Current liabilities:
           Accounts payable........................................................    $ 4,444,063  $  1,258,480
           Deferred revenue (Note 2)...............................................        585,750       161,016
           Accrued expenses and other liabilities (Note 6).........................      3,618,687     3,277,206
                                                                                       -----------  ------------
             Total current liabilities.............................................      8,648,500     4,696,702
         Deferred revenue (Note 2).................................................         16,667           ---
         Other non-current liabilities.............................................        500,000           ---
                                                                                       -----------  ------------
             Total liabilities.....................................................      9,165,167     4,696,702
                                                                                       -----------  ------------
         Commitments and contingencies (Note 10)
         Stockholders' equity (Note 12):
         Preferred stock, 5,000,000 $.01 par value shares authorized,
          none issued and outstanding at December 31, 1999 and 2000................            ---           ---
         Common stock, 25,000,000 $.01 par value shares authorized,
          11,475,793 and 11,608,788 issued and outstanding at December 31,
          1999 and 2000, respectively..............................................        114,758       116,088
         Additional paid-in capital................................................     39,516,078    40,043,116
         Accumulated deficit.......................................................    (22,307,713)  (35,770,675)
                                                                                       ------------ ------------
             Total stockholders' equity............................................     17,323,123     4,388,529
                                                                                       -----------  ------------
         TOTAL.....................................................................    $26,488,290  $  9,085,231
                                                                                       ===========  ============

</TABLE>


                See notes to consolidated financial statements.


                                       21
<PAGE>

                        INPRIMIS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                            Year ended December 31,
                                                                 ---------------------------------------------
                                                                     1998             1999            2000
                                                                     ----             ----            ----
<S>                                                              <C>              <C>             <C>
          Net sales (Note 14)...............................     $ 70,042,371     $ 32,767,117    $ 14,397,209
          Cost of goods sold................................       64,164,809       32,234,423      12,764,004
                                                                 ------------     ------------    ------------
                Gross profit ...............................        5,877,562          532,694       1,633,205
                                                                 ------------     ------------    ------------

          Operating expenses:
            Research and development (Note 2)...............        2,992,252        3,862,844       2,412,734
            Selling, general and administrative.............       15,388,644       19,316,125      10,244,938
            In-process research and development.............        2,800,000              ---             ---
            Asset impairment and other charges (Note 7).....              ---              ---       4,457,870
                                                                 ------------     ------------    ------------
              Total operating expenses......................       21,180,896       23,178,969      17,115,542
                                                                 ------------     ------------    ------------
          Loss from operations..............................      (15,303,334)     (22,646,275)    (15,482,337)
                                                                 -------------    -------------   -------------

          Non-operating income (expense):
            Interest income.................................          398,364          459,113         591,201
            Other income (Note 8)...........................          450,935          132,159       1,429,782
            Interest expense................................         (155,605)        (213,719)             (8)
                                                                 -------------    -------------   -------------
              Total non-operating income, net...............          693,694          377,553       2,020,975
                                                                 ------------     ------------    ------------
          Loss before income taxes..........................      (14,609,640)     (22,268,722)    (13,461,362)
          Income taxes (Notes 2,5)..........................              ---            7,796           1,600
                                                                 ------------     ------------    ------------
          Net Loss..........................................     $(14,609,640)    $(22,276,518)   $(13,462,962)
                                                                 =============    =============   =============

          Basic Loss per share (Note 2) ....................     $      (1.67)    $      (2.20)   $      (1.16)
                                                                 =============    =============   =============
          Weighted average basic shares outstanding ........        8,749,072       10,122,948      11,586,284
                                                                 ============     ============    =============
          Diluted Loss per share (Note 2) ..................     $      (1.67)    $      (2.20)   $      (1.16)
                                                                 =============    =============   =============
          Weighted average diluted shares outstanding.......        8,765,917       10,122,948      11,586,284
                                                                 ============     ============    ============
</TABLE>


                See notes to consolidated financial statements.



                                       22
<PAGE>

                        INPRIMIS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
             FOR THE YEARS ENDED DECEMBER 31, 1998, 1999, AND 2000


<TABLE>
<CAPTION>
                                                                                                  Retained
                                                      Common Stock              Additional        Earnings           Total
                                                ------------------------
                                                    Number                        Paid-in       (Accumulated     Stockholders'
                                                  Of Shares        Amount         Capital         Deficit)           Equity
                                                  ---------        ------         -------         --------           ------
<S>                                               <C>           <C>           <C>              <C>              <C>
         Balance at December 31, 1997.....          8,725,079   $    87,251   $   25,914,738   $   14,578,445   $   40,580,434
         Stock options exercised..........             31,408           314          130,390                           130,704
         Net loss.........................                                                        (14,609,640)     (14,609,640)
                                                  -----------     ---------   --------------   --------------   --------------
         Balance at December 31, 1998.....          8,756,487        87,565       26,045,128          (31,195)      26,101,498
         Stock options exercised..........            280,256         2,803          831,167                           833,970
         Sales of shares to investors.....          2,439,050        24,390       12,639,783                        12,664,173
         Net loss.........................                                                        (22,276,518)     (22,276,518)
                                                  -----------     ---------   --------------   --------------   --------------
         Balance at December 31, 1999.....         11,475,793       114,758       39,516,078      (22,307,713)      17,323,123
         Stock options exercised..........            132,995         1,330          501,138                           502,468
         Stock options issued for services                                            25,900                            25,900
         Net loss.........................                                                        (13,462,962)     (13,462,962)
                                                  -----------     ---------    -------------   ---------------  ---------------
         Balance at December 31, 2000.....         11,608,788   $   116,088   $   40,043,116   $  (35,770,675)  $    4,388,529
                                                  ===========   ===========   ==============   ===============  ==============
</TABLE>


                See notes to consolidated financial statements.



                                       23
<PAGE>

                         INPRIMIS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                           Year ended December 31,
                                                                                ----------------------------------------------
                                                                                     1998            1999            2000
                                                                                --------------  --------------  --------------
   <S>                                                                          <C>             <C>             <C>
   OPERATING ACTIVITIES
   Net Loss...............................................................      $ (14,609,640)  $ (22,276,518)  $ (13,462,962)
     Adjustments to reconcile net loss to net cash provided by
      (used in) operating activities:
      Depreciation and amortization.......................................          3,854,343       3,279,745       1,706,006
      Provision for inventory obsolescence................................          1,618,042       3,677,280         428,041
      Provision for deferred income taxes.................................          2,703,980             ---             ---
      In-process research and development.................................          2,800,000             ---             ---
      Adjustments for asset impairment and other charges..................                ---             ---       4,457,870
      Gain on sale of securities and shares in
        foreign investment................................................                ---             ---      (1,193,767)
      Gain on sales of property and equipment.............................                ---        (141,741)       (292,480)
      Stock options issued for services...................................                ---             ---          25,900
      Change in assets and liabilities (net of effect of
        acquisition in 1998):
      (Increase) decrease in:
       Trade receivables..................................................          8,914,913       7,926,236       2,419,135
       Inventories........................................................          6,143,994       1,896,310       3,244,354
       Prepaid expenses and other assets..................................           (501,565)       (802,389)        697,807
      Increase (decrease) in:
       Accounts payable...................................................         (7,518,350)     (2,359,954)     (3,185,583)
       Accrued expenses and other liabilities.............................         (1,113,230)         81,925      (2,616,481)
       Income taxes payable...............................................          4,458,458       2,051,559             ---
       Deferred revenue...................................................                ---         602,417        (441,401)
                                                                                -------------   --------------  --------------
       Net cash provided by (used in) operating activities................          6,750,945      (6,065,130)     (8,213,561)
                                                                                -------------   --------------  --------------

   INVESTING ACTIVITIES
     Cash paid for acquisition............................................         (7,580,000)     (2,800,000)            ---
     Proceeds from sale of securities and shares in
       foreign investment.................................................                ---             ---       1,469,732
     Proceeds from sale of property and equipment ........................                ---         876,726         715,000
     Payments received on note from Boundless.............................                ---             ---         375,000
     Capital expenditures.................................................           (547,280)       (649,599)     (1,213,946)
                                                                                --------------  --------------  --------------
       Net cash provided by (used in) investing activities................         (8,127,280)     (2,572,873)      1,345,786
                                                                                --------------  --------------  -------------

   FINANCING ACTIVITIES
     Proceeds from issuance of common stock...............................            130,704      13,498,143         502,468
                                                                                -------------   -------------   -------------
       Net cash provided by financing activities..........................            130,704      13,498,143         502,468
                                                                                --------------  -------------   -------------

   Net increase (decrease) in cash and cash equivalents...................         (1,245,631)      4,860,140      (6,365,307)
   Cash and cash equivalents at beginning of year.........................          8,204,638       6,959,007      11,819,147
                                                                                -------------   -------------   -------------
   Cash and cash equivalents at end of year...............................      $   6,959,007   $  11,819,147   $   5,453,840
                                                                                =============   =============   =============

   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid during the year for:
      Income taxes (net of refunds).......................................      $  (7,162,438)  $  (2,043,764)  $       1,600
                                                                                ==============  =============  ==============
      Interest............................................................      $      10,811   $     185,641   $         ---
                                                                                =============   =============   =============

    Non cash investing activities:
      Note received from Boundless in the Asset Purchase Agreement........      $           0   $           0   $   1,000,000
                                                                                =============   =============   =============


</TABLE>

                 See notes to consolidated financial statements


                                       24
<PAGE>

                         INPRIMIS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  NATURE OF BUSINESS, GOING CONCERN, AND MANAGEMENT PLANS

    Nature of Business. Inprimis, Inc., formerly known as "Boca Research, Inc."
("Inprimis" or the "Company"), was primarily a data communications products
manufacturer and supplier of computer enhancement products whose principal
product was modems. Recently, the Company transitioned to a provider of software
and systems-based services in the areas of product design, customization of
embedded system software, and other engineering and manufacturing consultation
services for interactive TV, video on demand, Internet access, and other
convergent-technology appliances. In connection with the Company's decision to
cease production and sales of the data communications product lines, all of the
assets of the Company's Boca Global, Inc. subsidiary have been sold. In
addition, the Company has decided not to proceed with the application service
provider business, which was envisioned for its AppsCom, Inc. subsidiary.

    Going Concern. The accompanying financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company has
experienced net operating losses since 1997, negative cash flows in 1999 and
2000, and as of December 31, 2000, had an accumulated deficit of $35.8 million.
Cash used in operations for the years ended December 31, 1999 and 2000 was $6.1
million and $8.2 million, respectively. Due to the transition of the Company's
business and the additional cash requirements resulting from the purchase
commitment to Boundless Corporation (see Note 10), it is likely that the
Company's operations will continue to consume cash into 2001. An unfavorable
outcome of the legal contingencies (see Note 10) would also have an adverse
affect on the Company's cash flow. Such conditions, among others, may indicate
that the Company will be unable to continue as a going concern for a reasonable
period of time. The financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts or the
amounts and classifications of liabilities that might be necessary should the
Company be unable to continue as a going concern.

    Management Plans. The Company has transitioned its business from being
primarily a data communications products manufacturer to being a provider of
software and system solutions-based services. The Company has implemented
efforts to bring its expense structure in line with the reduced levels of
revenue being achieved. The Company's historical sales results and its current
backlog do not give the Company sufficient visibility or predictability to
indicate that the required higher sales levels might be achieved. The Company's
future success will depend on the Company increasing its revenues and reducing
its expenses to enable the Company to match more closely its revenue
expectations. Should the Company require additional capital, there can be no
assurance that any such required capital will be available on terms acceptable
to the Company, if at all, at such time or times as required by the Company.


2.  SIGNIFICANT ACCOUNTING POLICIES

    Principles of Consolidation. The accompanying consolidated financial
statements include Inprimis, Inc. and its wholly owned subsidiaries, Inprimis
Technologies, Inc.; Boca Research of Delaware, Inc.; Boca Research
International, Inc.; Boca Research Holland B.V.; Boca Research (UK) Limited;
Boca Research International Holdings Ltd.; Boca Global, Inc.; AppsCom, Inc.; and
Complete Acquisition Corp. Intercompany accounts and transactions have been
eliminated in consolidation.

    Use of Estimates. The preparation of consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ materially from those estimates.

    Cash and Cash Equivalents. Cash and cash equivalents include cash balances
in deposits at banks, overnight repurchase agreements, money market funds, and
various other financial instruments having an original maturity of three months
or less.

    Inventories. Under the Zoom Agreement, dated July 28, 2000 (see Note 11),
Zoom, acting as a master distributor, has the right to sell products from the
Company's inventories, utilizing the Global Village and Boca Research brand
names. The Company maintains minimal inventories in order to satisfy small
orders from customers of Company developed prototypes and the new business
direction does not require the Company to have any significant inventories.

                                       25
<PAGE>

    Property and Equipment. Property and equipment are recorded at cost.
Depreciation is computed using the straight-line method over the estimated
useful lives of three to five years of the related assets. Leasehold
improvements are amortized over the shorter of the assets' life or the terms of
the lease agreement.

    Intangible Assets. The Company accounts for the impairment and disposition
of long-lived assets in accordance with Statement of Financial Accounting
Standard ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets To Be Disposed Of." In accordance with SFAS No. 121,
long-lived assets to be held are reviewed for events or changes in
circumstances, which indicate that their carrying amount may not be recoverable.
The Company periodically evaluates the carrying amount of the intangible assets
versus the cash benefit expected to be realized and adjusts for any impairment
of value.

    Research and Development Costs. Research and development costs are expensed
as incurred.

    Income Taxes. The Company provides for income taxes in accordance with the
liability method. Deferred income tax assets and liabilities are computed
annually for differences between the financial statement carrying values and the
tax bases of assets and liabilities and carryforwards that will result in
taxable or deductible amounts in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets to the amount more likely than not to be realized. Income
tax expense or benefit is the tax payable or refundable for the period plus or
minus the change during the period in deferred tax assets and liabilities.

    Earnings (Loss) Per Share. Basic earnings per share excludes dilution and is
computed by dividing income or loss attributable to common stockholders by the
weighted-average number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity. Diluted earnings per share is computed by
dividing income or loss available to common stockholders by the weighted average
number of common shares outstanding for the period and dilutive potential common
shares outstanding (all related to outstanding stock options discussed in Note
12) unless consideration of such dilutive potential common shares would result
in anti-dilution. All director and employee options are priced above the
year-end market price, therefore, all options were excluded due to their
anti-dilutive effect on earnings per share at December 31, 2000.

    Revenue Recognition. Revenue from engineering services contracts is
recognized as the work is performed. With time-and-materials type contracts,
revenue is calculated by multiplying the number of hours worked times the
contractually agreed upon rate per hour. Contracts are generally either
time-and-materials or fixed-price in nature. With fixed-price type contracts,
revenue is calculated by applying the percentage of completion method. Contracts
generally allow for modification of the number of hours or the stated
deliverables via change-orders based upon the actual work required to complete a
project and upon agreement between the Company and its customer(s). The Company
records a loss in the current period during which a loss on a project appears
probable. The amount of such loss is the reasonably estimated loss on the entire
project and is recorded immediately upon determination that the loss is
probable. Revenue from product licensing or software royalties is recognized as
earned pursuant to the terms of the related contracts, which generally occurs
when the Company ships equipment in conjunction with such license or software.
Amounts received but unearned as of December 31, 2000 are recorded as deferred
revenue at December 31, 2000.

    Under the Zoom Agreement, dated July 28, 2000 (see Note 11), Zoom has the
right to introduce new products within both (Global Village and Boca Research
brand names) of the Company's former product lines. In general, except for minor
royalty payments, no payment will be received except that the Company is
entitled to be paid a purchase price based on the sales performance schedule as
follows: $500,000 if sales by Zoom of the Company's product lines over the
subsequent 12 months exceed $12 million; $1.0 million if sales by Zoom of the
Company's product lines over the subsequent 12 months exceed $19 million; and
$2.0 million if sales by Zoom of the Company's product lines over the subsequent
12 months exceed $24 million. The Company does not anticipate receiving any
payments pursuant to the foregoing performance schedule.

    Trade receivables are presented net of an allowance for doubtful accounts of
$2,081,257 and $580,000 as of December 31, 1999 and 2000, respectively, and net
of the allowance for sales returns and price protection of $2,007,342 and
$100,000 as of December 31, 1999 and 2000, respectively.

    Recently Issued Accounting Pronouncement and Interpretations - In June 2000,
the Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standard ("SFAS") No. 138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities which amends SFAS No. 133, to provide
additional guidance and to exclude certain provisions. SFAS No. 133 requires the
recognition of all derivatives as either assets or liabilities measured at fair
value and is effective for the Company's

                                       26
<PAGE>

first quarter of fiscal year ending December 31, 2001. The Company has assessed
the impact of SFAS No. 133, as amended, and does not currently have any
derivative instruments and therefore the adoption of FAS 133, as amended, will
not have a significant effect on the Company's financial position, results of
operations, and cash flows in the first quarter of 2001.

    In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition, which provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements filed with the SEC. The Company conformed its income recognition
policies to SAB No. 101 during the Company's fourth quarter ending December 21,
2000 with no significant effect on the financial statements.

    Product Warranties. Under the Zoom Agreement, the Company continues to
support all the products it has already shipped or will be shipping and will
remain responsible for warranty, returns, and technical support for these
products. The Company outsources technical support to Zoom in order to provide
customers with a single point of contact.

    Advertising. Since the Company has transitioned from the data communications
business, the Company no longer participates in cooperative advertising
programs. Costs of advertising by the Company are expensed as incurred. Total
advertising expense for 1998, 1999, and 2000 was $1.0 million, $3.3 million, and
$1.3 million, respectively.

    Reclassifications. Certain prior year amounts have been reclassified to
conform to the fiscal 2000 presentation.

    Fair Value of Financial Instruments. The carrying value of cash and cash
equivalents, trade receivables, accounts payable, and accrued expenses and other
liabilities approximates fair value.


3.  INVENTORIES

    Inventories consist of the following:

<TABLE>
<CAPTION>
                                                                                      At  December 31,
                                                                                 ----------------------------
                                                                                    1999            2000
                                                                                 ------------    ------------
<S>                                                                              <C>             <C>
                 Raw materials.............................................      $ 4,377,745     $   365,710
                 Work-in-progress..........................................        1,053,196          56,983
                 Finished goods............................................        3,351,454          73,471
                 Allowance for obsolescence................................       (5,110,000)       (496,164)
                                                                                 -----------     -----------
                                                                                 $ 3,672,395     $         0
                                                                                 ===========     ===========
</TABLE>


4.  PROPERTY AND EQUIPMENT

    Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                                                                      At  December 31,
                                                                                 ----------------------------
                                                                                    1999            2000
                                                                                -------------   -------------
<S>                                                                             <C>             <C>
                 Machinery and equipment...................................     $ 11,561,229    $  1,669,960
                 Furniture and fixtures....................................          749,891         554,364
                 Leasehold improvements....................................        1,317,670       1,033,186
                 Vehicles..................................................           74,641             ---
                                                                                ------------    ------------
                      Total cost...........................................       13,703,431       3,257,510
                 Less accumulated depreciation.............................      (11,664,018)     (2,286,551)
                                                                                ------------    ------------
                                                                                $  2,039,413    $    970,959
                                                                                ============    ============
</TABLE>

    Depreciation expense for the years ended December 31, 1998, 1999, and 2000
was $2.8 million, $1.8 million, and $860,000, respectively.


                                       27
<PAGE>

5.   INCOME TAXES

    Deferred income tax assets (liabilities) in the accompanying balance sheets
as of December 31, 1999 and 2000 are attributable to the following items:

<TABLE>
<CAPTION>
                                                                                       At December 31,
                                                                                ----------------------------
                                                                                     1999           2000
                                                                                -------------  -------------
<S>                                                                             <C>            <C>
                 Accounts receivable allowances............................       $  934,771   $    231,200
                 Accrued expenses..........................................          417,087        282,674
                 Inventory obsolescence reserve............................        1,737,400        168,692
                 Goodwill..................................................        1,908,024        438,852
                 Depreciation..............................................         (94,727)         34,000
                 Allowance for product warranties..........................          405,620        222,020
                 Federal and state net operating loss carryforwards........        9,620,704     19,009,517
                 AMT credit carryforward...................................          334,294        334,294
                                                                                 -----------   ------------
                 Gross deferred tax asset..................................       15,263,173     20,721,249
                 Valuation allowance.......................................      (15,263,173)   (20,721,249)
                                                                                 ------------  -------------
                                                                                 $         0    $         0
                                                                                 ===========    ===========
</TABLE>

    The Company has a Federal and Florida net operating loss carryforward
available to offset future Federal and Florida taxable income of approximately
$50 million and $35 million, respectively. The Federal net operating loss
carryover will begin to expire in 2018, while the Florida net operating loss
carryforwards will begin to expire in 2011.

    A valuation allowance is provided when it is more likely than not that some
portion of the Company's deferred tax assets will not be realized. Management
has evaluated the available evidence about the Company's future taxable income
and other possible sources of realization of deferred tax assets, and as a
result, the valuation allowance was increased by $5.46 million in the year ended
December 31, 2000. The valuation allowance recorded in the financial statements
reduces deferred tax assets to an amount that represents management's best
estimate of the amount of such deferred tax assets that more likely than not
will be realized.

    Under the Tax Reform Act of 1986, the amounts of and benefits from net
operating losses carried forward may be impaired or limited in certain
circumstances. Events, which may cause limitations in the amount of net
operating losses that the Company may utilize in any one year, include, but are
not limited to, a cumulative ownership change of more than 50% over a three-year
period.

    The components of income taxes (benefit) in the accompanying statements of
operations are as follows:

<TABLE>
<CAPTION>
                                                                            Year Ended December 31,
                                                                 ---------------------------------------
                                                                      1998            1999        2000
                                                                 -------------   ------------- ---------
                 <S>                                             <C>             <C>           <C>
                 Federal:
                      Current..............................       $(2,703,980)   $      7,796   $     0
                      Deferred.............................         2,703,980               0         0
                                                                  -----------     -----------   --------
                           Total...........................                 0           7,796         0
                                                                  -----------     -----------   --------
                 State:
                      Current..............................                 0               0     1,600
                      Deferred.............................                 0               0         0
                                                                  -----------     -----------   --------
                                                                            0               0         0
                                                                  -----------     -----------   --------
                           Total...........................       $         0     $     7,796   $ 1,600
                                                                  ===========     ===========   ========
</TABLE>


    The Company's effective income tax rate differs from the statutory federal
rate of 35% as follows:

<TABLE>
<CAPTION>
                                                                                Year Ended December 31,
                                                                         ---------------------------------
                                                                            1998         1999        2000
                                                                         ----------   ----------   -------
                 <S>                                                     <C>          <C>          <C>
                 Statutory rate applied to loss before income taxes.         35.0%        35.0%      35.0%
                 Decrease in income taxes (benefit) resulting from:
                      Rate differential.............................         (1.0)        (1.0)      (1.0)
                      Valuation allowance...........................        (34.0)       (34.0)     (34.0)
                      State income taxes............................          0.0          0.0        0.0
                      Exempt foreign trade income...................          0.0          0.0        0.0
                      Other, net....................................          0.0          0.0        0.0
                                                                             ----         ----       ----
                      Effective income tax rate.....................          0.0%         0.0%       0.0%
                                                                             ====         ====       ====
</TABLE>

                                       28
<PAGE>

6.  ACCRUED EXPENSES AND OTHER LIABILITIES

    Accrued expenses and other liabilities consist of the following:

<TABLE>
<CAPTION>
                                                                                       At December 31,
                                                                                -----------------------------
                                                                                     1999            2000
                                                                                -------------   -------------
<S>                                                                             <C>             <C>
                 Cooperative advertising...................................       $  261,626      $   30,000
                 Salaries, wages, benefits and bonuses.....................        1,046,181         370,948
                 Commissions...............................................           89,922          90,000
                 Liability for product warranties..........................        1,193,000         653,000
                 Shortfall in guaranteed purchase commitment to Boundless..              ---       1,404,026
                 Other.....................................................        1,027,958         729,232
                                                                                  ----------      ----------
                                                                                  $3,618,687      $3,277,206
</TABLE>


7.  ASSET IMPAIRMENT AND OTHER CHARGES

    The Company embarked upon a plan in early 2000 to transition from being
primarily a data communications products manufacturer to its new focus on
providing software and systems solutions-based services. Consequently, the
Company took several steps to exit the data communications marketplace (see Note
10, "Commitments and Contingencies" and Note 11, "Agreement between Inprimis,
Inc. and Zoom Telephonics"). The Company significantly reduced its purchase
orders for new products from Boundless, and procurement of new data
communications products was eliminated by September 30, 2000. In addition, the
Company sold certain assets to Zoom to provide the Company with a smooth and
customer-oriented transition out of the analog modem business. These actions
resulted in the Company determining that the goodwill and tradenames related to
the data communications business had been impaired as of June 30, 2000, and the
Company recorded a charge to operations of $2.7 million. The elimination of new
purchase orders to Boundless will result in the Company falling short of the
guarantee purchase commitments under the Supply Agreement with Boundless.
Although purchases by Zoom from Boundless of the Company's products relating to
the analog business may mitigate the shortfall, the Company estimated that the
shortfall amounted to $1.8 million and took a charge to operations in 2000 for
this amount.

8.  OTHER INCOME

     Other income consisted primarily of the following:

<TABLE>
<CAPTION>
                                                                Year Ended December 31,
                                                     ----------------------------------------------
                                                          1998           1999             2000
                                                     -------------- --------------   --------------
<S>                                                    <C>            <C>              <C>
   Gain on sale of securities....................      $       ---    $       ---      $   955,831
   Gain on sale of shares in foreign investment..              ---            ---          237,936
   Miscellaneous income .........................          450,935        132,159          236,015
                                                       -----------    -----------      -----------
                                                       $   450,935    $   132,159      $ 1,429,782
                                                       ===========    ===========      ===========
</TABLE>


9.  LINE OF CREDIT

    The Company had a two-year collateralized revolving line of credit agreement
that originally expired on November 9, 2000 and permitted borrowings of the
lesser of $5 million or 60% of qualified accounts receivable and 20% of eligible
inventory. During March 2000, the Company's total credit limit under the loan
agreement was reduced from $5 million to $2.5 million. The interest rate during
the second year of the agreement was 1/2% in excess of the prime rate. The loan
agreement required the Company to maintain certain financial ratios, limited the
incurrence of additional debt, and prohibited payment of dividends without the
lender's consent. No borrowings were outstanding as of December 31, 1999. The
line of credit was terminated on October 6, 2000.


10.   COMMITMENTS AND CONTINGENCIES

    On March 3, 2000, the Company completed the sale of certain of its assets
relating to its manufacturing operations at 1377 Clint Moore Road to Boundless
Manufacturing Services, Inc. ("Boundless"), a wholly owned subsidiary of
Boundless Corporation (the "Boundless Transaction"). The sale was part of the
Company's efforts to improve gross margins and resulted in a gain of $277,000.
In accordance with the terms of the Asset Purchase Agreement between the Company
and Boundless Technologies, Inc., which was assigned to Boundless on the closing
of the transaction, Boundless paid the Company $700,000 in cash and Boundless
issued to the Company a 6% promissory note (the "Note") in the principal amount
of $1.0 million to be paid in eight equal installments of

                                       29
<PAGE>

$125,000 plus accrued interest, commencing on June 1, 2000, and on the first
business day of every third month thereafter, until paid in full. The
obligations of Boundless under the Note are guaranteed by Boundless
Technologies, Inc. and Boundless Corporation. Additionally, concurrent with the
closing of the Boundless Transaction, the Company entered into a Supply
Agreement with Boundless (the "Supply Agreement") pursuant to which the Company
agreed to outsource the manufacture of certain products to Boundless for a
period of two years.

    Under the Supply Agreement, the Company guarantees that it will purchase
products resulting in proceeds to Boundless exclusive of costs of materials, of
at least $3.8 million during the first year of the term of the Supply Agreement.
To the extent the Company falls short of the cumulative prorated amount
guaranteed in any of the four 90-day periods subsequent to March 3, 2000, the
amount of the shortfall would be due within 30 days after the end of the 90-day
period in which the shortfall occurred. The Company has eliminated its purchase
of data communications products from Boundless and has estimated that there will
be a shortfall in meeting its contractual purchase commitment of $1.8 million.
The calculation of the shortfall in the purchase commitment took into
consideration the Company's purchase requirements for data communications
products through December 31, 2000, the use of Boundless to fulfill the
Company's obligations for warranty repairs, and other opportunities to satisfy
the purchase requirements that are afforded by the contract with Boundless. As
of December 31, 2000, the Company had not yet paid $1.4 million of the estimated
shortfall to Boundless, which amount is included in accrued expenses and other
liabilities (see Note 6). In the event of any default under the Note, the
Company is entitled to offset any amounts due to Boundless under the Supply
Agreement. There is no minimum purchase obligation during the second year of the
Supply Agreement.

    The Company receives communications from time to time alleging that certain
of the Company's products infringe the patent rights of other third parties. The
Company cannot predict the outcome of any such claim, which may arise in the
future, or the effect of any such claim on the Company's operating results or
financial condition.

    The Company has been named a co-defendant in an action brought in the United
States District Court for the District of Massachusetts, by NEC Technologies,
Inc. ("NEC"). The suit alleges that the Company supplied modem hardware to NEC,
which was combined by NEC with software supplied by another co-defendant, Ring
Zero Systems, Inc. NEC was subsequently sued for patent infringement by PhoneTel
Communications, Inc. ("PhoneTel"), allegedly as a result of NEC's combination of
modem hardware and software supplied by the vendors in its personal computer
products. NEC alleges that the Company and Ring Zero are obligated to indemnify
NEC for NEC's costs of defense and settlement of the PhoneTel suit, in the
amount of $327,000. This action was dismissed without prejudice on April 25,
2000; however, the reason for the dismissal was entirely procedural, and there
has been no resolution of the substantive dispute. The Company anticipates that
NEC will refile this action in an appropriate jurisdiction in the near future.
The Company continues to evaluate the claim, but cannot predict at this time
whether the claim will have a material adverse effect on the Company's operating
results, financial condition, or cash flows.

    The Company and its Boca  Global, Inc. subsidiary have been named
co-defendants in an action brought in the District Court of South Dakota, by
Gateway, Inc. ("Gateway"). Global Village, Inc. had contracted to supply its
FaxWorks software to be bundled with Gateway PCs. Gateway's complaint against
the Company and Boca Global, Inc. alleges that either or both of these entities
assumed the liabilities of Global Village, Inc. with respect to the FaxWorks
product. Gateway reportedly will pay between $5 million and $6 million to settle
litigation brought by PhoneTel, for which Gateway has sought indemnification
from the Company, Boca Global, Inc., and an unrelated co-defendant. On January
19, 2001, a motion to dismiss was granted with respect to Inprimis, Inc. Boca
Global, Inc. remains as a defendant. While the Company believes that Boca
Global, Inc. will be able to assert numerous defenses to liability, the Company
is unable to estimate what impact, if any, this claim will have upon the
Company's financial statements, given the preliminary nature of the claim.

    The Company is committed through 2002 for rents under noncancelable
operating leases for use of its offices. The aggregate minimum annual payments
under such leases for the years ending December 31, 2001 and 2002 are $393,450,
and $231,798, respectively. Rent expense for the years ended December 31, 1998,
1999 and 2000 was $1,576,130, $1,658,221, and $495,190, respectively.


11.  AGREEMENT BETWEEN INPRIMIS, INC. AND ZOOM TELEPHONICS, INC.

    As previously reported, on July 28, 2000, the Company concluded a definitive
agreement with Zoom Telephonics, Inc. (the "Agreement") pursuant to which Zoom
Telephonics, Inc. ("Zoom") acquired certain of the Company's assets, including
selected trademarks such as Global Village(TM), rights to Global Village and
Boca Research branded products, and certain Web domain names. Under the
Agreement, the Company continues to support all the products it has already
shipped or will be shipping and will remain

                                       30
<PAGE>

responsible for warranty, returns, and technical support for these products. The
Company will outsource technical support to Zoom in order to provide customers
with a single point of contact. Zoom, acting as a master distributor, has the
right to sell products from the Company's inventories, utilizing the Global
Village and Boca Research brand names. Zoom has the right to introduce new
products within both product lines. In general, except for minor royalty
payments, no payment will be received except that the Company is entitled to be
paid a purchase price based on the sales performance schedule as follows:
$500,000 if sales by Zoom of the Company's existing product lines over the
following 12 months exceed $12 million; $1.0 million if sales by Zoom of the
Company's existing product lines over the following 12 months exceed $19
million; and $2.0 million if sales by Zoom of the Company's existing product
lines over the following 12 months exceed $24 million. The determination of the
purchase price was arrived at by negotiation among the parties. The Company does
not anticipate receiving any payments pursuant to the foregoing performance
schedule. If Zoom manufactures the Company's products at Boundless, the Company
will receive credit against the Company's minimum guarantee commitment. As of
December 31, 2000, Zoom had not made any commitments to manufacture the
Company's products at Boundless.


12.  STOCK OPTION AND PURCHASE PLANS

    The Board of Directors and shareholders adopted the 1992 Stock Option Plan
(the "1992 Plan") pursuant to which, as subsequently amended, the number of
shares of Common Stock reserved for grant shall always be equal to 26% of the
then issued and outstanding shares of Common Stock of the Company. The 1992 Plan
also provides that no more than 250,000 shares of Common Stock may be issued to
any employee in any one calendar year. Under the 1992 Plan, incentive stock
options may be granted to employees and officers of the Company and
non-qualified stock options may be granted to consultants, employees, and
officers of the Company. The exercise price of the options (which in the case of
an incentive stock option cannot be less than the fair market value of the
common stock on the date of grant or less than 110% of fair market value in the
case of employees or officers holding 10% or more of the voting stock of the
Company) shall be as determined by the Compensation Committee of the Board of
Directors.

    The Board of Directors and shareholders adopted the 1992 Non-Employee
Director Stock Option Plan (the "Director Stock Option Plan") pursuant to which,
as subsequently amended, a maximum of 60,000 shares of common stock are reserved
for grant. Under this plan, each non-employee director first elected to the
Board of Directors after January 1, 1993 will receive an option for 10,000
shares on the date of his or her election. The exercise price per share for all
options granted under the plan will be equal to the fair market value of the
common stock at the date of grant. All options vest in three equal installments
beginning on the first anniversary of the date of grant. The term of each option
will be for a period of ten years from the date of grant.

    The Board of Directors and shareholders approved the 1996 Non-Employee
Director Stock Option Plan (the "1996 Director Plan") pursuant to which, as
subsequently amended, a maximum of 500,000 shares of common stock are reserved
for grant. Under this plan, each non-employee director will be entitled to be
granted an option to purchase 12,000 shares of common stock on the date of his
or her initial election to the Board and on the date of each annual meeting of
the Company's shareholders at which such director is reelected. The exercise
price per share for all options granted under the plan is equal to the fair
market value of the common stock on the date of grant. In addition, the Chairman
of the Board of Directors is entitled to be granted an option to purchase 5,000
shares of common stock on the date of his election as Chairman and on the date
of each reelection. The exercise price per share for all options granted under
the plan is equal to the fair market value of the common stock on the date of
grant. All options will vest immediately on the date of grant.

    In April 1997, the Company offered the holders of options to purchase an
aggregate of 715,097 shares of the Company's Common Stock with exercise prices
ranging from $7.125 to $27.50, the opportunity to exchange such options for
options to purchase a fewer number of shares at an exercise price of $6.75 per
share, the market value of the Common Stock on the date of such offer. The newly
issued options vested in three equal annual installments, commencing in April
1998. This offer was made because of the decline in the market price of the
Company's Common Stock in order to more effectively retain and motivate the
Company's key employees. As a result of this offer, options to purchase 465,689
shares were canceled in exchange for the issuance of options to purchase 314,416
shares priced at $6.75 per share. The holders of options representing 249,408
shares declined the offer to exchange their options.


                                       31
<PAGE>

    A summary of the status of the Company's stock options as of December 31,
1998, 1999 and 2000 and changes during the years ended on those dates is
presented below:

<TABLE>
<CAPTION>
                                                                           1998                  1999                 2000
                                                                   --------------------  -------------------- --------------------
                                                                               Weighted              Weighted             Weighted
                                                                                Average               Average              Average
                                                                               Exercise              Exercise             Exercise
                                                                     Shares      Price     Shares      Price     Shares      Price
                                                                     ------      -----     ------      -----     ------      -----
<S>                                                                <C>           <C>     <C>          <C>      <C>         <C>
Outstanding at beginning of year..............................     1,190,391     $ 7.97  1,579,472    $  5.71  1,391,735   $  6.30
Granted.......................................................       942,461       3.97    362,500       6.20    895,047      3.88
Exercised.....................................................            --         --    227,272       2.91    111,832      3.50
Cancelled.....................................................       553,380       7.61    322,965       5.67    328,183      5.47
                                                                    --------              --------              --------
Outstanding at end of year....................................     1,579,472       5.71  1,391,735       6.30  1,846,767      5.45
                                                                   =========             =========             =========
Exercisable at end of year....................................       875,588       6.25    949,461       6.37  1,288,554      6.17
                                                                    ========              ========             =========
</TABLE>


    The following table summarizes information about stock options outstanding
at December 31, 2000:

<TABLE>
<CAPTION>
<S>                        <C>             <C>                    <C>                  <C>                <C>
                                                        Options Outstanding                      Options Exercisable
                                                        -------------------                      -------------------
                              Number           Weighted-Average                             Number
   Range of                 Outstanding            Remaining        Weighted-Average      Exercisable      Weighted-Average
Exercise Price              at 12/31/00        Contractual Life      Exercise Price       at 12/31/00        Exercise Price
------------------         -------------   --------------------   -----------------    --------------     -----------------
  $0.94 -  3.00               425,135                9.6                $  2.36            112,075              $  2.42
   3.01 -  6.00               757,481                7.2                   5.09            617,814                 5.17
   6.01 - 13.00               649,151                7.0                   7.44            543,665                 7.55
  13.01 - 25.00                15,000                5.4                  25.00             15,000                25.00
                            ---------                                                   ----------
                            1,846,767                7.7                   5.45          1,288,554                 6.17
                            =========                                                  ===========
</TABLE>


    The Company applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations in accounting for
its plans. Accordingly, no compensation expense has been recognized for the
Company's stock-based compensation plans. Had compensation cost for the
Company's stock option plans been determined based upon the fair value at the
grant date for awards under these plans consistent with the methodology
prescribed under SFAS No. 123, "Accounting for Stock-Based Compensation," the
Company's pro forma net loss for 1998, 1999, and 2000 would have been
$16,707,953, $24,920,901, and $14,639,507, respectively. Pro forma loss per
share for 1998, 1999, and 2000 would have been $1.91, $2.46, and $1.26,
respectively. The weighted average fair value of the options granted during
1998, 1999, and 2000 was estimated at $2.68, $4.07, and $3.42 respectively,
based upon the date of grant using the Black-Scholes option-pricing model with
the following weighted average assumptions: no dividend yield, expected
volatility of 75%, 67%, and 120% respectively, weighted average risk-free
interest rate of 5.33%, 5.75%, 6.03%, respectively, and expected lives of six
years.

    The Board of Directors and shareholders adopted the 1992 Employee Stock
Purchase Plan (the "1992 Purchase Plan"). The 1992 Purchase Plan authorizes the
issuance of a maximum of 250,000 shares of common stock pursuant to the exercise
of nontransferable options granted to participating employees. The exercise
price of the options is the lesser of 85% of the fair market value of the common
stock on the first and last day of the purchase period, which commences on
January 1 and July 1 of each year. During 1999 and 2000, there were 43,913 and
21,163 shares issued in connection with this plan, respectively. At December 31,
2000, there were options to purchase 14,816 shares at a price of $0.80 per share
granted and exercisable under this plan.

    In November, 2000, the Company agreed to grant an outside consultant an
option to purchase 20,000 shares of common stock of the Company pursuant and
subject to the terms of the 1992 Plan in exchange for sales and marketing
services to be provided to the Company by the consultant. The related estimated
fair market value of such options of $25,900 was charged to expense in the
year-ended December 31, 2000.


13.  SAVINGS PLAN

    In January 1992, the Board of Directors adopted a Savings Incentive Plan
(the "Savings Plan") pursuant to Section 401(k) of the Internal Revenue Code.
All employees are eligible to participate in the Savings Plan upon completion of
six months of employment. Each employee may elect to contribute to the Savings
Plan through payroll deductions in an amount not to exceed the amount permitted
under the Internal Revenue Code. The Company has the discretion to make matching
contributions on behalf of the participants. Employees are fully vested in their
contributions. Company contributions vest at a rate of 33% on each anniversary
date of employment. Amounts credited to an employee's account may be distributed
to the employee at the earliest of (a) the termination of

                                       32
<PAGE>

the employee's employment with the Company; (b) the termination of the Plan, or
(c) a withdrawal due to financial hardship. Under the Internal Revenue Code,
neither the employee nor Company contributions to the Savings Plan are taxable
to the employee until such amounts are distributed to the employee. However,
contributions made by the Company are tax deductible. During the years ended
December 31, 1998, 1999, and 2000, the Company's contribution expense to the
Savings Plan aggregated $158,000, $107,000, and $48,000, respectively.


14.  MAJOR CUSTOMERS AND GEOGRAPHIC DATA

    Before the Company exited the data communications business, the Company sold
its products primarily to national, regional, and international wholesale
distributors and OEM customers. Sales to distributors accounted for 44%, 59%,
and 41% of the Company's net sales in 1998, 1999, and 2000, respectively. Sales
to OEM customers accounted for 49%, 28%, and 13% of the Company's net sales in
1998, 1999, and 2000, respectively.

    Sales to customers who contributed 10% or more of net sales during the years
ended December 31, 1998, 1999, and 2000 and the related trade receivable
balances at the end of each year were as follows:

<TABLE>
<CAPTION>
                                                                Year Ended December 31,
                                                    --------------------------------------------
                                                         1998            1999            2000
                                                    --------------  --------------  ------------
    <S>                                             <C>             <C>             <C>
    Net sales
         Customer A...........................       $ 13,249,187    $ 7,844,103     $ 3,657,313
         Customer B...........................          6,513,920      5,752,807       1,053,329
         Customer C...........................            ---            368,500       1,595,267


                                                                   As of December 31,
                                                    --------------------------------------------
                                                          1998           1999            2000
                                                    --------------  -------------   ------------
    Trade receivables
         Customer A...........................       $  3,015,188    $ 1,771,942     $   177,613
         Customer B...........................          2,250,565      1,423,856         178,315
         Customer C...........................            ---            ---             106,997
</TABLE>

    Customers A and B are both wholesale distributors. Customer A contributed
greater than 10% of net sales during 1998, 1999, and 2000, while Customer B
contributed greater than 10% of net sales during 1999. Customer C is a computer
software and services provider and has contributed greater than 10% of net sales
in 2000.

    Before exiting the data communications business, the Company sold its
products in the United States and in foreign countries primarily through its own
sales force and independent manufacturer representative organizations. Net sales
by geographic region for the years ended December 31, 1998, 1999, and 2000 are
as follows:

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
                                                     --------------------------------------------
                                                          1998           1999            2000
                                                     -------------- --------------  -------------
<S>                                                  <C>            <C>             <C>
    United States.............................         $53,388,233    $26,572,236     $13,192,898
    Europe....................................           9,081,509      1,858,623         969,130
    Other.....................................           7,572,629      4,336,258         235,181
                                                       -----------    -----------     -----------
                                                       $70,042,371    $32,767,117     $14,397,209
                                                       ===========    ===========     ===========
</TABLE>

    Because of the Company's transition to an engineering services enterprise,
the Company currently does not conduct business in, or have any long-lived
assets located in foreign countries.


15.  RELATED PARTY TRANSACTIONS

    During July 2000, the Company sold its 20% ownership interest in PowerTel, a
joint venture in India, and received net proceeds of $314,000, resulting in a
gain of $238,000. Sales to this related party in the twelve months ended
December 31, 1999 and 2000 were $86,000 and $0, respectively. The net gain is
reflected in "Other income" in the consolidated statement of operations for the
twelve months ended December 31, 2000.

    In December, 2000, the Company recorded revenue and negotiated the
resolution of an outstanding receivable between the Company and Infomatec
Integrated Information Systems AG ("Infomatec"), a German company that owned 11%
of the Company as of December 31, 2000. Specifically, the Company recorded
revenue related to work performed on two Infomatec projects, released an
accounts receivable for one of the Company's customers which is also a
subsidiary of Infomatec, and discharged accounts payable

                                       33
<PAGE>

to Infomatec for fixed assets and travel expenses. During 2000, the Company
recorded a total of $129,000 of revenue related to engineering services provided
to Infomatec.


16.   SEGMENT REPORTING

     The Company operates in only one business segment but has two major product
     categories. Sales by major product category is as follows (in thousands):

<TABLE>
<CAPTION>
                                                                 Year Ended December 31,
                                                     ----------------------------------------------
                                                          1998           1999             2000
                                                     -------------- --------------   --------------
<S>                                                  <C>            <C>              <C>
Data Communications, PC peripherals, and other....          70,042    $    32,052      $     9,589
Engineering Services .............................             ---            715            4,808
                                                       -----------    -----------      -----------
                                                       $    70,042    $    32,767      $    14,397
                                                       ===========    ===========      ===========
</TABLE>

       The Company does not have the information available to break down
profitability (loss) by the major product types.


17.  QUARTERLY FINANCIAL DATA (UNAUDITED)

    Unaudited summarized financial data by quarter for 1999 and 2000 is as
follows (in thousands except for per share data):

<TABLE>
<CAPTION>

    <S>                                              <C>            <C>            <C>               <C>
    Three months ended                                March 31         June 30      September 30      December 31
    ------------------                               -----------    -----------    --------------    ------------
    1999
         Net sales................................... $  10,701      $  8,747         $ 7,719           $ 5,600
         Gross profit (loss).........................     2,098           442             223            (2,230)
         Loss from operations........................    (3,947)       (4,791)         (5,055)           (8,853)
         Net loss....................................    (3,806)       (4,835)         (4,833)           (8,803)
         Basic and diluted loss per share............     (0.43)        (0.51)          (0.45)            (0.77)

    Three months ended                                March 31         June 30      September 30      December 31
    ------------------                               -----------    -----------    --------------    ------------
    2000
         Net Sales................................... $   4,655      $  3,437         $   4,173         $  2,132
         Gross profit (loss).........................       396          (423)            1,337              323
         Loss from operations........................    (3,548)       (9,912)             (853)          (1,169)
         Net loss....................................    (2,395)       (9,660)             (411)            (997)
         Basic and diluted loss per share............     (0.21)        (0.83)            (0.04)           (0.09)

</TABLE>

    During the fourth quarter of 2000, the Company reversed $500,000 in sales
returns and allowances and $145,000 in warranty accruals in connection with
finalizing valuation accounts related to data communications products that the
Company was no longer manufacturing or selling. During the fourth quarter of
1999, gross loss and net loss were adversely affected by the decrease in net
sales of data communications products, the increase in reserve for inventory
obsolescence, and a one-time severance payment to a former executive officer.


                                       34
<PAGE>

                        INPRIMIS, INC. AND SUBSIDIARIES
         SCHEDULE II -- CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
                            YEAR ENDED DECEMBER 31,

<TABLE>
<CAPTION>

<S>                                                       <C>              <C>            <C>             <C>          <C>
                                                                            Additions
                                                            Balance        Charged to      Charged to                    Balance
                                                         at Beginning       Costs and         Other                      at End
              Description                                   of Year         Expenses        Accounts     Deductions      of Year
---------------------------------------------------------------------------------------------------------------------------------

                   1998
---------------------------------------------------------------------------------------------------------------------------------
Allowance for Sales Returns,
  and Price Protection                                    $1,300,000           27,055       834,000 (1)       ---      $2,161,055
Allowance for Doubtful Accounts                            1,400,000          985,399       931,257 (1)     785,399     2,531,257
Allowance for Inventory Obsolescence                       3,500,000        1,618,042         ---         1,868,042     3,250,000
Allowance for Product Warranties                             356,000           10,000     1,111,000 (1)       ---       1,477,000

                   1999
---------------------------------------------------------------------------------------------------------------------------------
Allowance for Sales Returns,
 and Price Protection                                     $2,161,055            ---           ---           153,713    $2,007,342
Allowance for Doubtful Accounts                            2,531,257           65,388         ---           515,388     2,081,257
Allowance for Inventory Obsolescence                       3,250,000        3,677,280         ---         1,817,280     5,110,000
Allowance for Product Warranties                           1,477,000           83,000         ---           367,000     1,193,000

                   2000
---------------------------------------------------------------------------------------------------------------------------------
Allowance for Sales Returns,
 and Price Protection                                     $2,007,342          183,000         ---         2,090,342      $100,000
Allowance for Doubtful Accounts                            2,081,257          240,219         ---         1,741,476       580,000
Allowance for Inventory Obsolescence                       5,110,000          428,041         ---         5,041,877       496,164
Allowance for Product Warranties                           1,193,000          205,000         ---           745,000       653,000

---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Includes the balances relating to the acquisition of the modem business of
      Global Village Communications.


                                       35
<PAGE>

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

    Not applicable.
                                    PART III

    In accordance with General Instruction G(3) to Form 10-K, except as
indicated in the following sentence, the information called for by Items 10, 11,
12 and 13 is incorporated by reference from the registrant's definitive proxy
statement pursuant to Regulation 14A for the Annual Meeting of Shareholders
scheduled to be held on May 14, 2001. As permitted by General Instruction G(3)
to Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K, the information
on executive officers called for by Item 10 is included in Part I of this Annual
Report on Form 10-K.


                                     PART IV

ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

    (a) Financial Statements and Schedules

        The Financial Statements and Schedule filed as part of this Annual
    Report on Form 10-K are listed in the index for Item 8.

    (b) Reports on Form 8-K

        No current reports on Form 8-K were filed by the Company during the
    quarter ended December 31, 2000.





    (c)  Exhibits
<TABLE>
<CAPTION>

       Exhibit No.                                       Title
       ------------                                      -----
       <S>    <C>         <C>
       (11)    3.1   --   Articles of Incorporation of the Company
        (1)    3.2   --   By-Laws of the Company
        (1)   10.1   --   Non-Qualified Stock Option Plan.
        (1)   10.2   --   1992 Stock Option Plan.
        (1)   10.3   --   1992 Employee Stock Purchase Plan.
        (1)   10.4   --   1992 Non-Employee Director Stock Option Plan.
        (1)   10.10  --   Distributor Contract dated August 16, 1991 between Tech Data Corporation
                          and the Company.
        (1)   10.11  --   Form of Indemnification Agreement between the Company and its directors and
                          Officers.
        (2)   10.12  --   Standard Commercial Lease between Equitable Pacific Partners Limited
                          Partnership and the Company.
        (3)   10.13  --   Employment Agreement, dated as of April 24, 1995, between Anthony F.
                          Zalenski and the Company.
        (4)   10.16  --   Amended Revolving Credit Agreement between the Company, Boca Research
                          International, Inc., Boca Research Holland B.V., Inc., Complete Acquisition
                          Corp., Boca Research of Delaware, Inc. and First Union National Bank of
                          Florida dated as of December 31, 1997.
        (4)   10.17  --   1996 Non-Employee Director Stock Option Plan.
        (5)   10.19  --   Employment Agreement, dated as of October 16, 1998, between Robert W. Ferguson and the
                          Company.
        (6)   10.21  --   Extension to Employment Agreement, dated as of March 31, 1999, between Robert W. Ferguson
                          and the Company.
        (7)   10.22  --   Employment Agreement, dated as of August 1, 1999, between Robert P. Heinlein and and the Company.
        (9)   10.23  --   Employment Agreement, dated as of November 8, 1999, between Cecil Dye and the Company.
        (9)   10.24  --   Employment Agreement, dated as of November 30, 1999, between Martha Ritchason and the
                          Company.
        (9)   10.25  --   Employment Agreement, dated as of January 13, 2000, between Alex Oprescu and the Company.
        (9)   10.26  --   Employment Agreement, dated as of March 17, 2000, between Larry L. Light and the Company.
        (9)   10.27  --   Asset Purchase Agreement, dated as of January 24, 2000, between Boundless Technologies, Inc. and
                          the Company.
</TABLE>

                                       36
<PAGE>

<TABLE>
     <S>      <C>         <C>
        (9)   10.28  --   Assignment and Assumption Agreement, dated as of March 3, 2000, between Boundless
        (9)   10.29  --   Promissory Note, dated March 3, 2000, issued by Boundless Manufacturing Services, Inc. made in
                          favor of the Company.
     (9)(8)   10.30  --   Supply Agreement, dated as of March 3, 2000, by and between Boundless Manufacturing Services,
                          Inc. and the Company.
       (10)   10.31  --   Asset Purchase Agreement, dated July 28, 2000, between the Company and Boca Global, Inc. and
                          Zoom Telephonics, Inc.
       (10)   10.32  --   Employment Agreement, dated May 16, 2000, between the Company and Richard M. Brewer.
       (10)   10.33  --   Amendment, dated May 16, 2000, to Employment Agreement, dated August 19, 1999, between the
                          Company and Robert P. Heinlein.
       (11)   10.34  --   Amended and Restated Employment Agreement, dated as of September 29, 2000, between Eduard
                          Will and the Company.
              10.35  --   Standard Commercial Lease between Equitable Pacific Partners Limited Partnership and the
                          Company.
              10.36  --   Amendment, dated March 6, 2001, to Amended and Restated Employment Agreement, dated as of
                          September 29, 2000, between Eduard Will and the Company.
              11.1   --   Statement re: computation of per share earnings.
                          All information required by Exhibit 11 is presented in Note 2 of the Company's Consolidated
                          Financial Statements in accordance with th provision of SFAS No. 128.
        (9)   21.1   --   Subsidiaries of the Company.
              23.1   --   Consent of Deloitte & Touche LLP.
</TABLE>

---------------


(1)  Incorporated by reference to the exhibits to the Registration Statement No.
     33-56530 filed with the Securities and Exchange Commission.

(2)  Incorporated by reference to exhibits to the registrant's Quarterly Report
     on Form 10-Q for the quarter ended March 31, 1995.

(3)  Incorporated by reference to Exhibit 10.2 to the registrant's Quarterly
     Report on Form 10-Q for the quarter ended June 30, 1995.

(4)  Incorporated by reference to the exhibits to the registrant's Annual Report
     on Form 10-K for the year ended December 31, 1995.

(5)  Incorporated by reference to the exhibits to the registrant's Annual Report
     on Form 10-K for the year ended December 31, 1998.

(6)  Incorporated by reference to the exhibits to the registrant's Quarterly
     Report on Form 10-Q for the quarter ended March 31, 1999.

(7)  Incorporated by reference to the exhibits to the registrant's Quarterly
     Report on Form 10-Q for the quarter ended September 30, 1999.

(8)  Portions of this Exhibit have been omitted pursuant to an application for
     an order declaring confidential treatment filed with the Securities and
     Exchange Commission.

(9)  Incorporated by reference to the exhibits to the registrant's Annual Report
     on Form 10-K for the year ended December 31, 1999.

(10) Incorporated by reference to the exhibits to the registrant's Quarterly
     Report on Form 10-Q for the quarter ended June 30, 2000.

(11) Incorporated by reference to the exhibits to the registrant's Quarterly
     Report on Form 10-Q for the quarter ended September 30, 2000.


                                       37
<PAGE>

                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                 Inprimis, Inc.


                                 By:        /S/  LARRY L. LIGHT
                                    --------------------------------------
                                    Name:  Larry L. Light
                                    Title: Chief Executive Officer

Date:  March 23, 2001

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

            Signature                                  Title                           Date
            ---------                                  -----                           ----
<S>                                    <C>                                          <C>
       /S/ LARRY L. LIGHT              Chief Executive Officer                      March 23, 2001
----------------------------------
           Larry L. Light              (Principal Executive Officer)

       /S/ R. MICHAEL BREWER           Vice President of Finance, Chief Financial   March 23, 2001
                                        Officer
----------------------------------
           R. Michael Brewer           (Principal Financial Officer and Principal   March 23, 2001
                                        Accounting Officer)

       /S/ ARTHUR R. WYATT
----------------------------------
           Arthur R. Wyatt             Chairman of the Board of Directors           March 23, 2001

       /S/ H. RIC LUNRS
----------------------------------
           H. Ric Luhrs                Director                                     March 23, 2001

       /S/ JOSEPH M. O'DONNELL         Director                                     March 23, 2001
----------------------------------
           Joseph M. O'Donnell

       /S/ BLAINE DAVIS                Director                                     March 23, 2001
----------------------------------
           Blaine Davis

       /S/ EDUARD WILL                 Director                                     March 23, 2001
----------------------------------
           Eduard Will

       /S/ KARL GRUNS                  Director                                     March 23, 2001
----------------------------------
           Karl Gruns

       /S/ MICHAEL S. POLACEK          Director                                     March 23, 2001
----------------------------------
           Michael S. Polacek

       /S/ BERNARD A. CARBALLO         Director                                     March 23, 2001
----------------------------------
           Bernard A. Carballo

       /S/ PHILIP A. VACHON            Director                                     March 23, 2001
----------------------------------
           Philip A. Vachon
</TABLE>


                                       38
<PAGE>

Exhibit 10.36

             AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT


         THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and
entered into this 6th day of March, 2001, by and between INPRIMIS, INC., a
Florida corporation, formerly known as BOCA RESEARCH, INC. (hereinafter referred
to as "the Company," and EDUARD WILL (hereinafter referred to as "Mr. Will").

                              W I T N E S S E T H:

         WHEREAS, the parties have heretofore entered into that certain Amended
and Restated Employment Agreement dated September 29, 2000 ("Employment
Agreement"); and

         WHEREAS, the employment term, as defined in Section 3 of the Employment
Agreement, was to commence when Mr. Will had obtained the required documentation
for his immigration visa in order to allow him to commence such services, and in
the event the required immigration documentation had not been obtained by
February 15, 2001, the Company would have the right to terminate and cancel the
Employment Agreement; and

         WHEREAS, such visa has been applied for but not yet obtained; and

         WHEREAS, the parties are desirous of amending the Employment Agreement
to defer the date upon which the visa must be obtained to be not later than May
14, 2001.

         NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained from one party to the other, the receipt and adequacy of which
is hereby acknowledged, the parties hereby agree as follows:

         1. Section 3 of the Employment Agreement is hereby amended in its
entirety to read as follows:

                  3.  Employment Term.  The Employment Term shall begin upon Mr.
                  Will obtaining the required immigration documentation in order
                  to allow Mr. Will to accept the position and employment
                  provided for in this Agreement (the "Commencement Date") and
                  continue through October 31, 2003, (the "Employment Term"). In
                  the event Mr. Will shall not have obtained such required
                  immigration documentation by May 14, 2001, the Company shall
                  have the right to terminate and cancel this Agreement.
                  Employment during the Employment Term shall be subject to
                  termination in accordance with the terms of this Agreement.

<PAGE>

         2. In all other respects, the said Employment Agreement shall remain in
full force and effect as originally written.

         IN WITNESS WHEREOF, the parties hereto have set their hands and seals
the date first above written.

                                    INPRIMIS, INC. f/k/a BOCA RESEARCH, INC.


                                    By:__________________________________
                                    Name:             Arthur R. Wyatt
                                    Title:   Chairman of the Board of Directors



                                    ------------------------------------
                                    EDUARD WILL



<PAGE>


Exhibit 10.35

                       INDEX TO STANDARD COMMERCIAL LEASE

                                                                         PAGE
                                                                         ----
ARTICLE  1.00 BASIC LEASE TERMS.........................................   1
         1.01    Parties................................................   1
         1.02    Leased Premises........................................   1
         1.03    Term...................................................   1
         1.04    Base Rent..............................................   1
         1.05    Addresses..............................................   2
         1.06    Permitted Use..........................................   2
         1.07    Guarantors.............................................   2
         1.08    Landlord's Broker:.....................................   2

ARTICLE  2.00 RENT......................................................   2
         2.01    Base Rent..............................................   2
         2.02    Operating Expenses.....................................   2
         2.03    Definition of Operating Expenses.......................   3
         2.04    Miscellaneous..........................................   3
         2.05    Increase in Insurance Premiums.........................   3
         2.06    (Intentionally Deleted)................................   3
         2.07    Holding Over...........................................   3

ARTICLE  3.00 OCCUPANCY AND USE.........................................   3
         3.01    Use....................................................   3
         3.02    Signs..................................................   4
         3.03    Compliance with Laws. Rules and Regulations............   4
         3.04    Warranty of Possession.................................   4
         3.05    Inspection.............................................   4

ARTICLE  4.00 UTILITIES AND SERVICE.....................................   4
         4.01    Building Services......................................   4
         4.02    Theft or Burglary......................................   4

ARTICLE  5.00 REPAIRS AND MAINTENANCE...................................   4
         5.01    Landlord Repairs.......................................   4
         5.02    Tenant Repairs.........................................   4
         5.03    Request for Repairs....................................   5
         5.04    Tenant Damages.........................................   5
         5.05    Maintenance Contract...................................   5

ARTICLE  6.00 ALTERATIONS AND IMPROVEMENTS..............................   5
         6.01    As-Is Condition........................................   5
         6.02    Tenant Improvements....................................   5

ARTICLE  7.00 CASUALTY AND INSURANCE....................................   5
         7.01    Landlord's Obligation to Repair and Reconstruct........   5
         7.02    Landlord's Option to Terminate Lease...................   5
         7.03    Demolition of Landlord's Building......................   5
         7.04    Insurance Proceeds.....................................   5
         7.05    Property Insurance.....................................   5
         7.06    Waiver of Right of Recovery............................   5
         7.07    Hold Harmless..........................................   6
         7.08    Tenant's Insurance.....................................   6

ARTICLE  8.00 CONDEMNATION..............................................   6
         8.01    Substantial Taking.....................................   6
         8.02    Partial Taking.........................................   6

ARTICLE  9.00 ASSIGNMENT OR SUBLEASE: MORTGAGEE RIGHTS..................   6
         9.01    Landlord's Consent Required............................   6
         9.02    Transfer of Corporate Shares...........................   7
         9.03    Transfer of Partnership Interests......................   7
         9.04    Acceptance of Rent from Transferee.....................   7
         9.05    Additional Provisions Respecting Transfers.............   7
         9.06    Rights of Mortgagee....................................   7

ARTICLE 10.00 LIENS.....................................................   8
        10.01    Landlord's Lien........................................   8
        10.02    Liens..................................................   8

ARTICLE 11.00 DEFAULT AND REMEDIES......................................   9
        11.01    Events of Default......................................   9
        11.02    Tenant's Grace Periods.................................   9
        11.03    Repeated Late Payment..................................   9
        11.04    Landlord's Remedies for Tenant's Default...............   9
        11.05    Landlord's Right to Perform for Tenant's Account.......  10

ARTICLE 12.00 RELOCATION................................................  10
        12.01    Relocation Option......................................  10
        12.02    Expenses...............................................  10

ARTICLE 13.00 DEFINITIONS...............................................  10
        13.01    Abandon................................................  10
        13.02    Act of God or Force Majeure............................  10

ARTICLE 14.00 MISCELLANEOUS.............................................  11
        14.01    Waiver.................................................  11
        14.02    Act of God.............................................  11
        14.03    Jury Trial: Attorney's Fees............................  11
        14.04    Successors.............................................  11
        14.05    Rent Tax...............................................  11
        14.06    Captions...............................................  11
        14.07    Notice.................................................  11
        14.08    Submission of Lease....................................  11
        14.09    Corporate Authority....................................  11
        14.10    Severability...........................................  11
        14.11    Landlord's Liability...................................  11
        14.12    Radon Gas..............................................  11
        14.13    Hazardous Substances...................................  11

                                      (i)
<PAGE>

ARTICLE 15.00 REAL ESTATE COMMISSION....................................  12
        15.01    Brokers................................................  12

ARTICLE 16.00 AMENDMENT AND LIMITATION OF WARRANTIES....................  12
        16.01    Entire Agreement.......................................  12
        16.02    Amendment..............................................  12
        16.03    Limitation of Warranties...............................  12

ARTICLE 17.00 OTHER PROVISIONS..........................................  12
        17.01    Renewal Option.........................................  12
        17.02    Right of Negotiation...................................  12

ARTICLE 18.00 SIGNATURES................................................  13

EXHIBITS:
         Exhibit "A" - Floor Plan
         Exhibit "B" - (Intentionally Deleted)
         Exhibit "C" - Rules and Regulations
         Exhibit "D" - Hazardous Substances Procedures


                                      (ii)
<PAGE>

                           STANDARD COMMERCIAL LEASE

                         ARTICLE 1.00 BASIC LEASE TERMS

     1.01     Parties.     This lease agreement ("Lease") is entered into by and
between the following Landlord and Tenant: EQUITABLE PACIFIC PARTNERS LIMITED
PARTNERSHIP, a Delaware limited partnership ("Landlord"): BOCA RESEARCH, INC.
("Tenant").

     1.02     Leased Premises.     In consideration of the rents, terms,
provisions and covenants of this Lease, Landlord hereby leases, lets and demises
to Tenant the following described premises ("Premises"):

              Approximately 32.673 square feet of rentable area which Tenant
shall occupy under this Lease on the Commencement Date and approximately 25.000
square feet of rentable area which Tenant shall occupy under this Lease on
September 1. 1999, for a total of 57.673 square feet of rentable area. more
particularly described on Exhibit "A" attached hereto. which Premises are part
of that certain building located at 1601 Clint Moore Road. Boca Raton. Florida
33487. subject to the terms of this Lease, together with appurtenances
specifically granted in this Lease. but reserving to the Landlord: (a) the use
of: (i) the exterior faces of all exterior walls and (ii) the roof: and (b) the
right to install, maintain, use, repair and replace pipes, ducks, conduits, and
wires throughout the Premises and serving the other parts of the Building.
Common Areas serving the Premises will at all times be subject to Landlord's
exclusive control and management in accordance with the terms and provisions of
this Lease, subject to Tenant's non-exclusive right to use and enjoy the Common
Areas in accordance with rules and regulations established by Landlord. The
parties hereby agree that the Premises contains the rentable area described
above, and that Tenant's pro rata share of operating expenses (hereinafter
defined) is as follows: 5O.7479% prior to September 1, 1999; and 89.578% from
and after September 1.1999. Landlord and Tenant acknowledge the description of
the Premises attached hereto as Exhibit "A" may not accurately reflect the
dimensions of the Premises.

     1.03     Term.     Subject to and upon the conditions set forth herein, the
term of this Lease shall commence on July 13, 1997 (the "Commencement Date"),
and shall terminate on the Expiration Date which shall be five (5) years after
the Commencement Date.

     1.04     Base Rent.

              Base Rent in the First Lease Year shall be Five and 50/100 Dollars
              ($5.50) per square foot of Rentable Area or One Hundred
              Seventy-Nine Thousand Seven Hundred One and 50/100 Dollars
              ($179.701.50) per annum (based upon the stipulated Rentable Area
              set forth above) per year payable monthly in advance, without
              deduction or offset, on the first day of each calendar month
              together with applicable sales tax and applicable local taxes, in
              equal installments of Fourteen Thousand Nine Hundred Seventy-Five
              and 13/100 Dollars ($14.975.13) each together with applicable
              sales tax, and applicable local taxes. beginning on the
              Commencement Date. Each year commencing on the Commencement Date
              (or commencing on the first day of the first month following the
              Commencement Date if the Commencement Date is other than the first
              day of the month, in which event the First Lease Year shall
              include the period between the Commencement Date and the first
              month thereafter) or anniversary thereof is hereafter referred to
              as, a "Lease Year."

              Base Rent in the Second Lease Year shall be Five and 75/100
              Dollars ($5.75) per square foot of Rentable Area or One Hundred
              Eighty-Seven Thousand Eight Hundred Sixty-Nine and 75/100 Dollars
              ($187,869.75) per annum (based upon the stipulated Rentable Area
              set forth above) per year payable monthly in advance, without
              deduction or offset, on the first day of each calendar month
              together with applicable sales tax and applicable local taxes, in
              equal installments of Fifteen Thousand Six Hundred Fifty-Five and
              81/100 Dollars ($15,655.81) each together with applicable sales
              tax and applicable local taxes, beginning on the first day of the
              Second Lease Year.

              Base Rent in the Third Lease Year shall be Six and 001100 Dollars
              ($6.00) per square foot of Rentable Area or as follows (based on
              the increase of Rentable Area as of September 1. 1999):

                   a.     One Hundred Ninety-Six Thousand Thirty-Eight and
              00/100 Dollars ($196.038.0O) per annum (based upon the stipulated
              Rentable Area set forth above) per year payable monthly in
              advance. without deduction or offset. on the first day of each
              calendar month together with applicable sales tax and applicable
              local taxes, in equal installments of Sixteen Thousand Three
              Hundred Thirty-Six and 50/100 Dollars ($16,336.50) each together
              with applicable sales tax and applicable local taxes. beginning on
              the Third Lease Year.

                   b.     Three Hundred Forty-Six Thousand Thirty-Eight and
              00/100 Dollars ($346,038.00) per annum (based upon the stipulated
              Rentable Area set forth above) per year payable monthly in
              advance, without deduction or offset, on the first day of each
              calendar month together with applicable sales tax and applicable
              local taxes, in equal installments of Twenty-Eight Thousand Eight
              Hundred Thirty-Six and 50/100 Dollars ($28,836.50) each
              together with applicable sales tax and applicable local taxes,
              beginning on September 1.

              Base Rent in the Fourth Lease Year shall be Six and 25/100 Dollars
              ($6.25) per square foot of Rentable Area or Three Hundred Sixty
              Thousand Four Hundred Fifty-Six and 25/100 Dollars ($360,456.25)
              per annum (based upon the stipulated Rentable Area set forth
              above) per year payable monthly in advance. without deduction or
              offset, on the first day of each calendar month together with
              applicable sales tax and applicable local taxes. in equal
              installments of Thirty Thousand Thirty-Eight and 02/100 Dollars
              ($30.0 38.02) each together with applicable sales tax and
              applicable local taxes, beginning on the first day of the Fourth
              Lease Year.

              Base Rent in the Fifth Lease Year shall be Six and 50/100 Dollars
              ($6.50) per square foot of Rentable Area or Three Hundred
              Seventy-Four Thousand Eight Hundred Seventy-Four and 50/100
              Dollars ($374,874.50) per annum (based upon the stipulated
              Rentable Area set forth above) per year payable monthly in
              advance, with out deduction or offset, on the first day of each
              calendar month together with applicable sales tax and applicable
              local taxes, in equal installments of Thirty-One Thousand Two
              Hundred Thirty-Nine and 54/100 Dollars ($31,239.54) each together
              with applicable sales tax and applicable local taxes, beginning on
              the first day of the Fifth Lease Year.

                                       1
<PAGE>

     1.05     Addresses.

              Tenant's Address for Notices Prior to Commencement Date:
              Boca Research. Inc.
              1377 Clint Moore Road
              Boca Raton, FL  33487

              with a copy to:

              Robert Federspiel. Esq.
              Spinner Diliman Federspiel & Dowling
              501 East Atlantic Avenue
              Delray Beach, FL  33483

              Tenant's Address for Notices After Commencement Date:

              Tenant
              The Premises

              Landlord's Address for Notices:

              Equitable Pacific Partners Limited Partnership
              c/o Compass Management and Leasing, Inc.
              Nations Bank Tower
              Fort Lauderdale, Florida 33394
              Attention:  On Site Property Manager
              ---------

              With copies to:

              Equitable Real Estate Investment Management. Inc.
              Atlanta Regional Office
              The Equitable Building
              100 Peachtree Street. Suite 2300
              Atlanta, Georgia  30303
              Attention:  Asset Manager
              ---------

              and to:

              Holland & Knight
              One East Broward Blvd.
              P.O. Box 14070
              Fort Lauderdale, Florida 33301
              Attention:  Irwin J. Fayne, Esq.
              ---------

     1.06     Permitted Use. Light manufacturing as may be permitted by
              applicable zoning regulations.

     1.07     Guarantors. None

     1.08     Landlord's Broker:  Compass Management and Leasing, Inc.

              Cooperating Broker: CB Commercial Real Estate Group, Inc.


                                ARTICLE 2.00 RENT

     2.01     Base Rent.  Tenant agrees to pay monthly as Base Rent during the
term of this Lease the sum of money set forth in Section 1.04 of this Lease,
which amount shall be payable to Landlord at the address shown above. Each
monthly installment of Base Rent shall be due and payable on or before the first
day of each calendar month: provided, if the Commencement Date should be a date
other than the first of a calendar month, the Base Rent set forth above shall be
prorated to the end of that calendar month, and all succeeding installments of
Rent shall be payable on or before the first day of each succeeding calendar
month during the term of this Lease. Each year commencing on the Commencement
Date (or commencing on the first day of the first month following the
Commencement Date if the Commencement Date is other than the first day of the
month, in which event the First Lease Year shall include the period between the
Commencement Date and the first month thereafter) or anniversary thereof is
hereafter referred to as a "Lease Year."

     2.02     Operating Expenses.  Tenant shall also pay as Additional Rent
Tenant's pro rata share of the operating expenses.  Notwithstanding anything the
foregoing, Tenant shall not be required to pay Tenant's Share of any
controllable operating expenses which are in excess of the Cap. For purposes of
the preceding sentence: "Cap" for the first calendar year following the Base
Year shall be One Hundred and Five Percent (1O5%) of controllable operating
expenses incurred during the Base Year, and for each succeding calendar year,
the "Cap" shall be One Hundred and Five Percent (105%) of the Cap for the
preceding calendar year; and "controllable operating expenses" means all
Operating Expenses other than utilities and real property taxes that accrue
against the Building and insurance. Landlord may invoice Tenant monthly for
Tenant's pro rata share of the estimated operating expenses for each calendar
year, which amount shall be adjusted each year based upon anticipated operating
expenses. Within nine months following the close of each calendar year, Landlord
shall provide Tenant an accounting showing in reasonable detail all computations
of Additional Rent due under this section. In the event the accounting shows
that the total of the monthly payments made by Tenant exceeds the amount of
Additional Rent due by Tenant under this section, the accounting shall be
accompanied by a refund. In the event the accounting shows that the total of the
monthly payments made by Tenant is less than the amount of Additional Rent due
by Tenant under this section, the accounting shall be accompanied by an invoice
for the Additional Rent. Notwithstanding any other provisions in this Lease,
during the year in which this Lease terminates, Landlord, prior to the
termination date, shall have the option to invoice Tenant for Tenant's pro rata
share of the operating expenses based upon the previous year's operating
expenses. If this Lease shall terminate on a day other than the last day of a
calendar year, the amount of any Additional Rent payable by Tenant applicable to
the year in which the termination shall occur shall be prorated on the ratio
that the number of days from the commencement of the calendar year to and
including such termination date bears to 365. Tenant agrees to pay any
Additional Rent due under this section within ten day following receipt of the
invoice or accounting showing Additional Rent due. For a period of thirty (30)
days after receipt of Landlord's accounting, Tenant shall have the right, upon
advance notice, to visit Landlord's office during business hours to inspect its
books and records concerning the operating expenses. Tenant hereby agrees that
the Additional Rent for operating expenses from time to time computed by
Landlord shall be final and binding for all purposes of this Lease unless,
within thirty (30) days after Landlord provides Tenant with written notice of
the amount thereof, Tenant provides Landlord with written notice (i) disputing
the mathematical accuracy of such amount (the "Disputed Amount"), (ii)
designating an attorney or accountant, reasonably acceptable to Landlord, and
appointed by Tenant, at its sole cost and expense, to review the mathematical
accuracy of the Disputed Amount with Landlord and/or its designated
representatives and (iii) confirming that the Disputed Amount shall not be

                                        2
<PAGE>

subject to adjustment, and agreeing to pay all of Landlord's costs and expenses
in connection with such review, including attorneys' fees and accountants' fees,
unless as a result thereof the Disputed Amount is demonstrated to reflect a
mathematical error in excess of five percent (5%) of the amount actually due
from Tenant. Landlord hereby agrees, in the event it receives such notice from
Tenant, to cooperate in promptly completing such review and promptly refunding
any portion of the Disputed Amount which exceeds the amount actually due from
Tenant. In the event the Disputed Amount is demonstrated to reflect a
mathematical error in excess of five percent (5%) of the amount actually due
from Tenant, Landlord will reimburse Tenant's cost of audit to reveal the error.

     2.03     Definition of Operating Expenses.  The term "operating expenses"
includes all expenses incurred by Landlord with respect to maintaining,
managing, securing, insuring and operating the building ("Building") of which
the Premises are a part and the adjacent areas, parking lots and facilities
serving the Building ("Common Areas"), including but not limited to, the
following; maintenance, repair and replacement costs; security; landscaping;
management fees, wages and benefits payable to employees of Landlord whose
duties are directly connected with the operation and maintenance of the
building; all services, utilities, supplies repairs, replacements or other
expenses incurred in connection with the Common Areas; the cost, including
interest, amortized over its useful life, of any capital improvements made to
the building by Landlord after the date of this Lease which is required under
any governmental law or interest, amortized over its useful life, of
installation of any device or other equipment which improves the operating
efficiency of any system within the Premises or the Building and thereby reduces
operating expenses; all other expenses which would generally be regarded as
operating and maintenance expenses which would be reasonably be amortized over a
period not to exceed five years; all real property taxes and owners' association
assessments which accrue against the Building during the term of this Lease; and
all insurance premiums Landlord is required to pay or deems necessary to pay,
including public liability insurance, with respect to the Building and Common
Areas (collectively. the "Project"). The term operating expenses does not
include the following; repairs, restoration or other work occasioned by fire,
wind, the elements or other casualty; income and franchise taxes of Landlord;
expenses incurred in leasing to or procuring of leases, leasing commissions,
advertising expenses and expenses for the renovating of space for new lessees;
interest or principal payments on any mortgage or other indebtedness of
Landlord; compensation paid to any employee of Landlord above the grade of
property manager; any depreciation allowance or expense; or operating expenses
which are the responsibility of Tenant. As used herein, "real property taxes"
includes ad valorem taxes and assessments, general and special, taxes on real
estate rental receipts, taxes on Landlord's gross receipts, or any other tax
imposed upon or levied against real estate. or upon owners of real estate as
such rather than persons generally, extraordinary as well as ordinary,
foreseeable and unforeseeable, together with the reasonable cost (including fees
of attorneys, consultants and appraisers) of any negotiation, contest or appeal
pursued by Landlord in an effort to reduce any such tax, assessment or charge,
and all of Landlord's reasonable administrative costs in relation to the
foregoing.

     2.04     Miscellaneous.  Tenant covenants and agrees to pay a late charge
in the amount of Seventy Five and 00/100 ($75.00) Dollars for any payment of
Rent not received by Landlord on or before the date when same is due. Tenant
shall also pay Landlord interest at a rate equal to eighteen percent (18%) per
annum accruing on any Rent(s) outstanding. Tenant shall pay Landlord any such
late charge(s) or interest within five (5) days after Landlord notifies Tenant
of same. The term "Rent" shall refer collectively to Base Rent and Additional
Rent. The term "Additional Rent" is sometimes used herein to refer to any and
all other sums payable by Tenant hereunder, including, but not limited to,
Tenant's pro rata share of operating expenses and sums payable on account of
default by Tenant. All Rent shall be paid by Tenant without offset. demand or
other credit, and shall be payable only in lawful money of the United States of
America which shall be legal tender in payment of all debts and dues, public and
private, at the time of payment. All sums payable by Tenant hereunder by check
shall be obtained against a financial institution located in the United States
of America.  The Rent shall be paid by Tenant at such location as designated by
Landlord in writing to Tenant.  Any Rent payable for a portion of a month shall
be prorated based upon the number of days in the applicable calendar month.

     2.05     Increase in Insurance Premiums.  If any increase in any insurance
premiums paid by Landlord for the building is caused by Tenant's use of the
Premises in a manner other than as set forth in section 1.06, or if Tenant
vacates the Premises and causes an increase in such premiums, then Tenant shall
pay as Additional Rent the amount of such increase to Landlord.

     2.06     (Intentionally Deleted)

     2.07     Holding Over.

              A.   Tenant agrees to surrender the Premises to Landlord on the
Expiration Date (or sooner termination of the Lease Term pursuant to other
applicable provisions hereof) in as good condition as they were at the
commencement of Tenant's occupancy. ordinary wear and tear. and damage by fire
and windstorm excepted.

              B.   In all events.  Tenant will promptly restore all damage
caused in connection with any removal of Tenant's personal property. Tenant will
pay to Landlord, upon request, all damages that Landlord may suffer on account
of Tenant's failure to surrender possession as and when aforesaid and will
indemnify Landlord against all liabilities, costs and expenses (including all
reasonable attorneys' fees and costs if any) arising out of Tenant's delay in so
delivering possession, including claims of any succeeding tenant.

              C.   If Tenant shall be in possession of the Premises after
the expiration of the Term, in the absence of any agreement extending the Term,
the tenancy under this Lease shall become one from month to month, terminable by
either party on thirty (30) days' prior notice, and shall be subject to all of
the terms and conditions of this Lease as though the Term had been extended from
month to month, except that (i) the Base Rent payable hereunder for each month
during said holdover period shall be equal to twice the monthly installment of
Base Rent payable during the last month of the Term and (ii) all Additional Rent
payable hereunder for operating expenses shall be prorated for each month during
such holdover period.

              D.   No offer of surrender of the Premises, by delivery to
Landlord or its agent of keys to the Premises or otherwise, will be binding on
Landlord unless accepted by Landlord, in writing, specifying the effective
surrender of the Premises. At the expiration or termination of the Lease Term,
Tenant shall deliver to Landlord all keys to the Premises and make known to
Landlord the location and combinations of all locks, safes and similar items.

                         ARTICLE 3.00 OCCUPANCY AND USE

     3.01     Use.  Tenant warrants and represents to Landlord that the Premises
shall be used and occupied only for the purpose as set forth in section 1.06.
In regard to the use and occupancy of the Premises and the Common Areas and
facilities, Tenant will not; place or maintain any merchandise, signage, trash,
refuse or other articles in any vestibule or entry of the Premises, on the
footwalks or corridors adjacent thereto or elsewhere on the exterior of the
Premises, nor obstruct any driveway, corridor, footwalk, parking area or any
other Common Areas; use or permit the use of any objectionable advertising
medium such as, without limitation, loudspeakers, phonographs, public address
systems, sound amplifiers, reception of radio or television broadcasts which is
in any manner audible or visible outside of the Premises; permit undue
accumulations of or burn garbage, trash, rubbish or other refuse within or
without the Premises; cause or permit objectionable odors (in Landlord's
opinion) to emanate or to be dispelled from the Premises; solicit business in
any Common Areas; distribute handbills or other advertising matter in any Common
Areas (including placing any of the same in or upon any automobiles parked in
the parking areas); permit the parking of vehicles so as to interfere with the

                                        3
<PAGE>

use of any driveway, corridor, footwalk, parking area or other Common Areas:
receive or ship articles of any kind outside the designated loading areas for
the Premises; use the any Common Areas adjacent to the Premises for the sale or
display of any merchandise or for any other business, occupation or undertaking:
conduct or permit to be conducted any auction, fictitious fire sale, going out
of business sale, bankruptcy sale (unless directed by court order), or other
similar type sale in or connected with the Premises: use or permit the use of
any portion of the Premises in a manner which will be in violation of law, or
for any activity of a type which is not, in Landlord's reasonable opinion,
conducted in accordance with good and generally accepted standards of operation:
or use the Premises for any unlawful or ~ use or purpose, or for any business,
use or purpose which is immoral or disreputable (including without limitation
"adult entertainment establishments" and "adult bookstores"), or which is
hazardous, or in such manner as to constitute a nuisance of any kind (public or
private), or for any purpose or in any way in violation of the certificates of
occupancy (or other similar approvals of applicable governmental authorities).
Tenant shall neither permit any waste on the Project nor allow the Project to be
used in any way which would, in the opinion of Landlord, be extra hazardous on
account of fire or which would any way increase or render void the fire
insurance on the building. If at any time during the term of this Lease the
State Board of Insurance or other insurance authority disallows any of
Landlord's sprinkler credits or imposes an additional penalty or surcharge in
Landlord's insurance premiums because of Tenant's original or subsequent
placement or use of storage racks or bins, method of storage or nature of
Tenant's inventory or any other act of Tenant, Tenant agrees to pay as
Additional Rent the increase (between fire walls) in Landlord's insurance
premiums.

     3.02     Signs.  No sign of any type or description shall be erected,
placed or painted in or about the Premises or project except those signs
submitted to Landlord in writing and approved by Landlord in writing, and which
signs are in conformance with Landlord's sign criteria established for the
project, Notwithstanding the foregoing. Tenant shall be entitled to maintain its
signage that is located in and about the Premises as of September 20, 1996.

     3.03     Compliance with Laws, Rules and Regulations.  Tenant, at Tenant's
sole cost and expense, shall comply with all laws, ordinances, orders, rules and
regulations of state, federal, municipal or other agencies or bodies having
jurisdiction over use, condition and occupancy of the Premises. Tenant will
comply with the rules and regulations of the building adopted by Landlord. The
current rules and regulations are attached hereto as Exhibit "C". Landlord shall
have the right at all times to change and amend the rules and regulations in any
reasonable manner as may be deemed advisable for the safety, care, cleanliness,
preservation of good order and operation or use of the building or the Premises.
All changes and amendments to the rules and regulations of the building will be
sent by Landlord to Tenant in writing and shall thereafter be carried out and
observed by Tenant.

     3.04     Warranty of Possession.  Landlord warrants that it has the right
and authority to execute this Lease, and Tenant, upon payment of the required
Rents and subject to the terms, conditions, covenants and agreements contained
in this Lease. shall have possession of the Premises during the full term of
this Lease as well as any extension or renewal thereof. Landlord shall not be
responsible for the acts or omissions of any other Tenant or third party that
may interfere with Tenant's use and enjoyment of the Premises.

     3.05     Inspection.  Landlord or its authorized agents shall at any and
all reasonable times have the right to enter the premises to inspect the same,
to supply janitorial service or any other service to be provided by Landlord, to
show the Premises to prospective purchasers or lessees, and to alter, improve or
repair the Premises or any other portion of the building. Tenant hereby waives
any claim for damages for injury or inconvenience or to interference with
Tenant's business, any loss of occupancy or use of the Premises, and any other
loss occasioned thereby. Landlord shall at all times have and retain a key with
which to unlock all of the doors in, upon and about the Premises. Tenant shall
not change Landlord's lock system or in any other manner prohibit Landlord from
entering the Premises. Landlord shall have the right to use any and all means
which Landlord may deem proper to open any door in an emergency without
liability therefore.

                       ARTICLE 4.00 UTILITIES AND SERVICE

     4.01     Building Services.  Landlord shall provide the normal utility
service connections to the building. Tenant shall pay the cost of all
utility services, including, but not limited to, initial connection charges, all
charges for electricity, water, sanitary and storm sewer service, and for all
electric lights, However, in a multi-occupancy building. Landlord may provide
water to the Premises, in which case Tenant agrees to pay to Landlord its pro
rata of the cost of such water. Tenant shall pay all costs caused by Tenant
introducing excessive pollutants or solids other than ordinary human waste into
the sanitary system, including permits, fees, and charges levied by any
governmental subdivision for any such pollutants or solids. Tenant shall be
responsible for the installation or maintenance of any dilution tanks, holding
tanks, settling tanks, sewer sampling devices, and traps, grease traps, or
similar devices as may be required by any governmental subdivision for Tenant's
use of the sanitary sewer system. If the Premises are in a multi-occupancy
building, Tenant shall pay all surcharges levied due to Tenant's use of sanitary
sewer or waste removal service insofar as such surcharges affect Landlord or
other lessees in the building. Landlord shall, not be required to pay for any
utility services, supplies or upkeep in connection with the Premises or
building.

     4.02     Theft or Burglary.  Landlord shall not be liable to Tenant for
losses to Tenant's property or personal injury caused by criminal acts or entry
by unauthorized persons into the Premises or the building.

                      ARTICLE 5.00 REPAIRS AND MAINTENANCE

     5.01     Landlord Repairs.  Landlord shall not be required to make any
improvements, replacements or repairs of any kind or character to the Premises
or to the project during the term of this lease except as are set forth in this
section. Landlord shall maintain only the roof, foundation, parking and Common
Areas, and the structural soundness of the exterior walls (excluding windows,
window glass, plate glass and doors). Landlord's costs of maintaining the items
set forth in this section are subject to the Additional Rent provisions in
section 2.02. Landlord shall not be liable to Tenant, except as expressly
provided in this Lease, for any damage or inconvenience, and Tenant shall not be
entitled to any abatement or reduction of Rent by reason of any repairs,
alterations or additions made by Landlord under this Lease.

     5.02     Tenant Repairs.  Tenant shall, at its sole cost and expense,
maintain, repair and replace all other parts of the Premises in good repair and
condition, including, but not limited to heating, ventilating, electrical,
plumbing and air conditioning systems, down spouts, dock bumpers, pest control
and extermination, trash pick up and removal. Tenant shall repair and pay for
any damage caused by any act or omission of Tenant or Tenant's agents,
employees, invitees, licensee or visitors, If the Premises are in a
multi-occupancy building or project, Landlord reserves the right to perform, on
behalf of Tenant, trash pick-up and removal: Tenant agrees to pay Landlord, as
Additional Rent, Tenant's pro-rata a share of the cost of such services within
ten (10) days from receipt of Landlord's invoice, or Landlord may by monthly
invoice direct Tenant to prepay the estimated costs for the current calendar
year, and such amount shall be adjusted annually. If the Premises are served by
rail, Tenant agrees, if requested by the railroad, to enter into a joint
maintenance agreement with the railroad and bear its pro-rata share of the cost
of maintaining the railroad spur. If Tenant fails to make the repairs or
replacements promptly as required herein, Landlord may, at its option, make the
repairs and replacements and the cost of such repairs and replacements shall be
charged to Tenant as Additional Rent shall become due and payable by Tenant
within then (10) days from receipt of

                                        4
<PAGE>

Landlord's invoice. Costs incurred under this section are the total
responsibility of Tenant and do not constitute operating expenses under section
2.02.

     5.03     Request for Repairs.  All requests for repairs or maintenance that
are the responsibility of Landlord pursuant to any provision of this Lease must
be made in writing to Landlord at the address in section 1.05.

     5.04     Tenant Damages.  Tenant will repair promptly at its expense any
damage to the Premises and, upon demand, shall reimburse Landlord (as Additional
Rent) for the cost of the repair of any damage elsewhere in the building or
common areas, caused by or arising from: the installation or removal of property
in or from the Premises, regardless of fault or by whom such damage shall be
caused (unless caused by Landlord, its agents, employees or contractors): or any
act or omission of Tenant or any of its employees, agents or invitees. If Tenant
shall fail to commence such repairs within five (5) days after notice to do so
from Landlord, Landlord may make or cause the same to be made and Tenant agrees
to pay to Landlord promptly upon Landlord's demand, as Additional Rent, the cost
thereof with interest thereon at the highest rate permitted by law until paid.
The cost and expense of any repairs to restore the condition of the Premises
shall be borne by Tenant.

     5.05     Maintenance Contract.  Tenant shall, at its sole cost and expense
during the term of this lease maintain a regularly scheduled preventative
maintenance/service contract with a maintenance contractor for the servicing of
all hot water, heating and air conditioning systems and equipment within the
Premises. The maintenance contractor and contract must be approved by Landlord
and must include all services suggested by the equipment manufacturer.

                    ARTICLE 6.00 ALTERATIONS AND IMPROVEMENTS

     6.01     As-Is Condition.  Tenant accepts the Premises in its "as-is"
condition and acknowledges that Landlord has no obligation to improve or
refurbish the Premises or contribute to the cost thereof. Notwithstanding the
foregoing, Landlord at its expense will install, maintain and replace, if
necessary, surge suppressors to the main electrical panels for both the Building
and that certain building known as Boca Industrial.

     6.02     Tenant Improvements.  Tenant shall not make or allow to be made
any alterations or physical additions in or to the Premises without first
obtaining the written consent of Landlord, which consent may in the sole and
absolute discretion of Landlord be denied: provided, however, Landlord's consent
shall not be required for any alteration that costs less than $5,000.00 and does
not affect structural, mechanical, electrical service or plumbing elements of
the Premises. Any alterations, physical additions or improvements to the
Premises made by Tenant shall at once become the property of Landlord and shall
be surrendered to Landlord upon the termination of this Lease; provided,
however, Landlord, at its option, may require Tenant to remove any physical
additions and/or repair any alterations in order to restore the Premises to the
condition existing at the time Tenant took possession, all costs of removal
and/or alterations to be borne by Tenant. This clause shall not apply to
moveable equipment or furniture owned by Tenant, which may be removed by Tenant
at the end of the term of this Lease if Tenant is not then in default and if
such equipment and furniture are not then subject to any other rights, liens and
interest of Landlord.

                       ARTICLE 7.00 CASUALTY AND INSURANCE

        7.01       Landlord's Obligation to Repair and Reconstruct.  If the
Premises shall be damaged by fire, the elements, accident or other casualty (any
of such causes being referred to herein as a "Casualty'), but the Premises shall
not be thereby rendered wholly or partially untenantable for Tenant's permitted
use. Landlord shall promptly cause such damage to be repaired and there shall be
no abatement of Rent. If, as the result of Casualty, the Premises shall be
rendered wholly or partially untenantable, then, subject to the provisions of
the following paragraph, Landlord shall cause such damage to be repaired and all
Rent (other than any Additional Rent due Landlord by reason of Tenant's failure
to perform any of its obligations hereunder) shall be abated proportionately as
to the portion of the Premises rendered untenantable during the period of such
untenantability. All such repairs shall be made at the expense of Landlord:
provided, however, that Landlord shall not be liable for interruption to
Tenant's business or for damage to or replacement or repair of Tenant's
personal property (including, without limitation, inventory, trade fixtures,
floor coverings, furniture and other property removable by Tenant under the
provisions of this Lease) or to any leasehold improvements installed in the
Premises by or on behalf of Tenant, all of which damage. replacement or repair
shall be undertaken and completed by Tenant promptly.

     7.02     Landlord's Option to Terminate Lease.  If the Premises are (a)
rendered wholly untenantable, or (b) damaged as a result of any cause which is
not covered by Landlord's insurance or (c) damaged or destroyed in whole or in
part during the last three (3) years of the Term, or if the Building is damaged
to the extent of fifty percent (50Z) or more of the rentable area within, then,
in any of such events, Landlord may elect to terminate this Lease by giving to
Tenant notice of such election within ninety (90) days after the occurrence of
such event. If such notice is given, the rights and obligations of the parties
shall cease as of the date of such notice, and Rent (other than any Additional
Rent due Landlord by reason of Tenant's failure to perform any of its
obligations hereunder) shall be adjusted as of the date of such termination.
Notwithstanding the foregoing, unavailability of insurance proceeds shall not
excuse Landlord from repairing any Casualty damage where the cost of same is not
in excess of $150,000.00.

     7.03     Demolition of Landlord's  Building.  If the Building shall be so
substantially damaged that it is reasonably necessary, in Landlord's sole
judgment, to demolish same for the purpose of reconstruction, Landlord may
demolish the same, in which event Rent shall be abated to the same extent as if
the Premises were rendered untenantable by a Casualty.

     7.04     Insurance Proceeds.  If Landlord does not elect to terminate this
Lease, Landlord shall, subject to the prior rights of any Mortgagee, disburse
and apply any insurance proceeds received by Landlord to the restoration and
rebuilding of Landlord's Building in accordance with this Article 7.00. All
insurance proceeds payable with respect to the Premises shall belong to and
shall be payable to Landlord.

     7.05     Property Insurance.  Landlord shall at all times during the term
of this Lease maintain a policy or policies of insurance with the premiums paid
in advance, issued by and binding upon some solvent insurance company, insuring
the building against all risk of direct physical loss in an amount equal to at
least ninety percent of the full replacement cost of the building structure and
its improvements as of the date of the loss: provided, Landlord shall not be
obligated in any way or manner to insure any personal property (including, but
not limited to, any furniture, machinery, goods or supplies) of Tenant Premises,
or any improvements which Tenant may construct on the Premises. Tenant shall
have no right in or claim to the proceeds of any policy of insurance maintained
by Landlord even if the cost of such insurance is borne by Tenant as set forth
in article 2.00.

     7.06     Waiver of Right of Recovery.  Except as provided in Section 14.13,
neither Landlord nor Tenant shall be liable to the other for any damage to any
building, structure or other tangible property, or any resulting loss of income,
or losses under worker's compensation laws and benefits, even though such loss
or damage might have been occasioned by the negligence of such party, its agents
or employees, The provisions of this Section shall not limit the indemnification
for liability to third parties pursuant to Section 7.07.

                                        5
<PAGE>

As used in this paragraph. "damage refers to any loss destruction or other
damage. Tenant acknowledges that Landlord will not carry insurance on
improvements, furniture, furnishings, trade fixtures, equipment installed in or
made to the Premises by or for Tenant, and Tenant agrees that Tenant, and not
Landlord, will be obligated to promptly repair any damage thereto or replace the
same.

     7.07     Hold Harmless.  All personal property placed or moved into the
Building will be at the sole risk of Tenant or other owner. Landlord will not be
liable to Tenant or others for any damage to person or property arising from
Hazardous Substances, as hereafter defined, theft, vandalism, HVAC malfunction,
the sting or leaking of water pipes, any act or omission of any cotenant or
occupant of the Building or of any other person, or otherwise.

              Tenant agrees to indemnify, defend and hold harmless Landlord and
its agents from and against all claims, causes of actions, liabilities,
judgments, damages, losses, costs and expenses, including reasonable attorneys'
fees and costs through all appeals, incurred or suffered by Landlord and arising
from or in any way connected with the Premises or the use thereof or any acts,
omissions, neglect or fault of Tenant or any of Tenant's Agents, including, but
not limited to, any breach of this Lease or any death, personal injury or
property damage occurring in or about the Premises or the Building.

     7.08     Tenant's Insurance.  Tenant agrees that. at all times during the
Lease Term (as well as prior and subsequent thereto if Tenant or any of Tenant's
Agents should then use or occupy any portion of the Premises), it will keep in
force, with an insurance company licensed to do business in the State of
Florida, and acceptable to Landlord, (i) without deductible, comprehensive
general liability insurance, including coverage for bodily injury and death,
property damage and personal injury to below, in the amount of not less than One
Million Dollars ($1,000,000), combined single limit per occurrence for injury
(or death) and damages to property, (ii) with deductible of not more than
Seventy-Five Thousand Dollars ($75,000.00), insurance on an "All Risk or
Physical Loss" basis, including sprinkler leakage, vandalism, malicious
mischief, fire and extended coverage, covering all improvements to the Premises,
fixtures, furnishings, removable floor coverings, equipment, signs and all other
decoration or stock in trade, in the amounts of not less than the full
replacement value thereof, and (iii) workmen's compensation and employer's
liability insurance, if required by statute. Such policies will: (i) include
Landlord and such other parties as Landlord may reasonably designate as
additional insured's, (ii) be considered primary insurance, (iii) include within
the terms of the policy or by contractual liability endorsement coverage
insuring Tenant's indemnity obligations set forth in this Lease, and (v) provide
that it may not be cancelled or changed without at least thirty (30) days prior
written notice from the company providing such insurance to each party insured
thereunder, Tenant will also maintain throughout the Lease Term worker's
compensation insurance with not less than the maximum statutory limits of
coverage. The insurance coverages to be provided by Tenant will be for a period
of not less than one year. At least fifteen (15) days prior to the Commencement
Date, Tenant will deliver to Landlord original certificates of all such paid-up
insurance; thereafter, at least fifteen (15) days prior to the expiration of any
policy Tenant will deliver to Landlord such original certificates as will
evidence a paid-up renewal or new policy to take the place of the one expiring.

                            ARTICLE 8.00 CONDEMNATION

     8.01     Substantial Taking.  If all or a substantial part of the Premises
are taken for any public or quasi-public use under any governmental law,
ordinance or regulation, or by right of eminent domain or by purchase in lieu
thereof, and the taking would prevent or materially interfere with the use of
the Premises for the purpose for which it is then being used, this Lease shall
terminate and the Rent shall be abated during the unexpired portion of this
Lease effective on the date physical possession is taken by the condemning
authority. Tenant shall have no claim to the condemnation award or proceeds in
lieu thereof. Tenant shall have no claim to the condemnation award with respect
to the leasehold estate but, in a subsequent, separate proceeding, may make a
separate claim for trade fixtures installed in the Premises by and at the
expense of Tenant and Tenant's moving expense. In no event will Tenant have any
claim for the value of the unexpired Lease Term.

     8.02     Partial Taking.  If a portion of the Premises shall be taken for
any public or quasi-public use under any governmental law, ordinance or
regulations, or by right of eminent domain or by purchase in lieu thereof, and
this Lease is not terminated as provided in section 8.01 above, Landlord shall
at Landlord's sole risk and expense, restore and reconstruct the building and
other improvements on the Premises to the extent necessary to make it reasonably
tenantable. The Rent payable under this Lease during the unexpired portion of
the term shall be adjusted to such an extent as may be fair and reasonable under
the circumstances. Tenant shall have no claim to the condemnation award or
proceeds in lieu thereof.

             ARTICLE 9.00 ASSIGNMENT OR SUBLEASE; MORTGAGEE RIGHTS

     9.01     Landlord's Consent Required.

              A.  Except as provided below with respect to assignment of
this Lease following Tenant's bankruptcy, Tenant will not assign this Lease, in
whole or in part, nor sublet all or any part of the Premises, nor license
concessions or lease departments therein, nor pledge or encumber by mortgage or
other instruments its interest in this Lease (each individually and collectively
referred to in this Section as a "transfer") without first obtaining the consent
of Landlord, which consent Landlord may withhold in its sole and absolute
discretion, except as provided below. This prohibition includes, without
limitation, any subletting or assignment which would otherwise occur by
operation of law, merger, consolidation, reorganization, transfer or other
change of Tenant's corporate, partnership or propriety structure. Any transfer
to or by a receiver or trustee in any federal or state bankruptcy, insolvency,
or similar proceeding shall be subject to, and in accordance with, the
provisions described below. Consent by Landlord to any transfer shall not
constitute a waiver of the requirement for such consent to any subsequent
transfer.

              B.  Except as provided below respecting assignment of this
Lease following Tenant's bankruptcy and assumption of this Lease by Tenant or
its trustee, Landlord shall be entitled to arbitrarily withhold its consent to
any transfer, unless all of the following conditions are satisfied, in which
event, Landlord agrees that it shall not unreasonably withhold its consent to
the transfer in question:

                  (i)     In Landlord's reasonable judgment, the proposed
assignee or subtenant or occupant is engaged in a business or activity, which
(a) is in keeping with the then standards of the Building, (b) is limited to the
use of the Premises set forth in Section 1.06 above, and (c) will not violate
any negative covenant as to use contained in any other lease of office space in
the Building;

                  (ii)    The proposed assignee or subtenant or occupant is a
reputable person of good character and with sufficient financial worth
considering the responsibility involved, and Landlord has been furnished with
reasonable proof thereof;

                  (iii)   The form of the proposed sublease or instrument of
assignment or occupancy shall be reasonably satisfactory to Landlord, and shall
comply with the applicable provisions of this Paragraph;

                  (iv)    There  shall not be more than a total of three (3)
occupants (including Tenant, Landlord or its designee) of the Premises; and

                                        6
<PAGE>

                  (v)     The proposed subtenant or assignee or occupant shall
not be entitled, directly or indirectly, to diplomatic or sovereign immunity and
shall be subject to the service of process in, and the jurisdiction of the
courts of the State of Florida.

                  (vi)    Such transferee shall assume in writing, in a form
acceptable to Landlord, all of Tenant's obligations hereunder and Tenant shall
provide Landlord with a copy of such assumption transfer document;

                  (vii)   Tenant shall pay to Landlord a transfer fee of One
Thousand Five Hundred Dollars ($1,5OO.OO) prior to the effective date of the
transfer in order to reimburse Landlord for all of its internal costs and
expenses incurred with respect to the transfer, including, without limitation,
costs incurred in connection with the review of financial materials, meetings
with representative of transferor and/or transferee and preparation, review,
approval and execution of the required transfer documentation and, in addition,
Tenant shall reimburse Landlord for any out-of-pocket costs and expenses
incurred with respect to such transfer:

                  (viii)  As of the effective date of the transfer and
continuing throughout the remainder of the Term. the Base Rent shall not be less
than the Base Rent set forth in this Lease:

                  (ix)    Tenant to which the Premises were initially leased
shall continue to remain liable under this Lease for the performance of all
terms, including but not limited to, payment of Rent due under this Lease:

                  (x)     Tenant's guarantor shall continue to remain liable
under the terms of the Guaranty of this Lease and, if Landlord deems it
necessary, such guarantor shall execute such documents necessary to insure the
continuation of its guaranty:

                  (xi)    Each of Landlord's Mortgagees shall have consented in
writing to such transfer.

                  (xii)   Tenant shall give notice of a requested transfer to
Landlord, which notice shall be accompanied by (a) a conformed or photostatic
copy of the proposed assignment or sublease, the effective or commencement date
of which shall be at least 30 days after the giving of such notice, (b) a
statement setting forth in reasonable detail the identity of the proposed
assignee or subtenant, the nature of its business and its proposed use of the
Premises, (c) current financial information with respect to the proposed
assignee or subtenant, including, without limitation, its most recent financial
report and (d) such other information as Landlord may reasonably request.

     9.02     Transfer of Corporate Shares.  If Tenant is a corporation other
than a corporation the outstanding voting stock of which is listed on a
"national securities exchange," as defined in the Securities Exchange Act of
1934) and if at any time after execution of this Lease any part or all of the
corporate shares shall be transferred by sale, assignment, bequest, inheritance,
operation of law or other disposition (including, but not limited to, such a
transfer to or by a receiver or trustee in federal or state bankruptcy,
insolvency, or other proceedings) so as to result in a change in the present
control of said corporation by the person(s) now owning a majority of said
corporate shares. Tenant shall give Landlord notice of such event within cease
as of a date set forth in such notice which date shall not be less than
sixt~he(6()a)rt:iays after the date fifteen (15) days of the date of such
transfer. If any such transfer is made (and regardless of whether Tenant has
given notice of same). Landlord may elect to terminate this Lease at any time
thereafter by giving Tenant notice of such election, in which event this Lease
and the rights and obligations of 5 hereunder shall of such notice. In the event
of any such termination, all Rent (other than any Additional Rent due Landlord
by reason of Tenant's failure to perform any of its obligations hereunder) shall
be adjusted as of the date of such termination.

     9.03     Transfer of Partnership Interests.  If Tenant is a general
or limited partnership and if at any time after execution of this Lease any part
or all of the interests in the capital or profits of such partnership or any
voting or other interests therein shall be transferred by sale, assignment,
bequest, inheritance, operation of law or other disposition (including, but not
limited to, such a transfer to or by a receiver or trustee in federal or state
bankruptcy; insolvency or other proceedings, and also including, but not limited
to, any adjustment in such partnership interests) so as to result in a change in
the present control of said partnership by the person or persons now having
control of same. Tenant shall give Landlord notice of such event within fifteen
(15) days of the date of such transfer. If any such transfer is made (and
regardless of whether Tenant has given notice of same). Landlord may elect to
terminate this Lease at any time thereafter by giving Tenant notice of such
election, in which event this Lease and the rights and obligations of the
parties hereunder shall cease as of a date set forth in such notice which date
shall be not less than sixty (60) days after the date of such notice. In the
event of any such termination, all Rent (other than any Additional Rent due
Landlord by reason of Tenant's failure to perform any of its obligations
hereunder) shall be adjusted as of the date of such termination.

     9.04     Acceptance of Rent from Transferee.  The acceptance by Landlord of
the payment of Rent following any assignment or other transfer prohibited by
this Article shall not be deemed to be a consent by Landlord to any such
assignment or other transfer nor shall the same be deemed to be a waiver of any
right or remedy of Landlord hereunder.

     9.05     Additional Provisions Respecting Transfers.  Without limiting
Landlord's right to withhold its consent to any transfer by Tenant, and
regardless of whether Landlord shall have consented to any such transfer,
neither Tenant nor any other person having an interest in the possession, use or
occupancy of the Premises or any part thereof shall enter into any lease,
sublease, license, concession, assignment or other transfer or agreement for
possession, use or occupancy of all or any portion of the Premises, which
provides for rental or other payment for such use, occupancy or utilization
based, in whole or in part, on the net income or profits derived by any person
or entity from the space so leased, used or occupied, and any such purported
lease, sublease, license, concession, assignment or other transfer or agreement
shall be absolutely void and ineffective as a conveyance of any right or
interest in the possession, use or occupancy of all or any part of the Premises.
There shall be no deduction from the Rent payable under any sublease or other
transfer no from the amount thereof passed on to any person or entity, for any
expenses or costs related in any way to the subleasing or transfer of such
place.

              If Landlord shall consent to any Transfer, Tenant shall in
consideration therefor, pay to Landlord as Additional Rent an amount equal to
the Transfer Consideration. For purposes of this paragraph, the term Transfer
Consideration shall mean in any Lease Year (i) any rents, additional charges or
other consideration payable to Tenant by the transferee of the Transfer which is
in excess of the Base Rent and Additional Rent accruing during such Lease Year
and (ii) all sums paid for the sale or rental of Tenant's fixtures, leasehold
improvements, equipment, furniture or other personal property multiplied by a
fraction, the numerator of which is the number of months remaining in the term
of this Lease and the denominator of which is the total number of months in the
Lease Term. The Transfer Consideration shall be paid to Landlord as and when
paid by the transferee to Tenant.

     9.06     Rights of Mortgagee.  Landlord has the unrestricted right
to convey, mortgage and refinance the Building, or any part thereof, Tenant
agrees, within seven (7) days after notice, to execute and deliver to Landlord
or its mortgagee or designee such instruments as Landlord or its mortgagee may
require. certifying

                                       7
<PAGE>

whether this Lease is in full force and effect, and listing any modifications.
This estoppel certificate is intended to be for the benefit of Landlord, any
purchaser or mortgagee of Landlord, or any purchaser or assignee of Landlord's
mortgage. The estoppel certificate will also contain such other information as
Landlord or its designee may request. This Lease is and at all times will be
subject and subordinate to all present and future mortgages or ground leases
which may affect the Building and/or the common areas, and to all recastings,
renewals, modifications, consolidations, replacements, and extensions of any
such mortgage(s), and to all increases and voluntary and involuntary advances
made thereunder. The foregoing will be self-operative and no further instrument
of subordination will be required. In the event that the holder ("Lender") of
any encumbrance ("Mortgage") on the Building or any other person acquires title
to the Building pursuant to the exercise of any remedy provided for in the
Mortgage or by reason of the acceptance of a deed in lieu of foreclosure (the
Lender, any other such person and their participants, successor's and assigns
being referred to herein as the "Purchaser"), Tenant covenants and agrees to
attorn to and recognize and be bound to Purchaser as its new Landlord, and
except as provided below, this Lease shall continue in full force and effect as
a direct Lease between Tenant and Purchaser, except that, notwithstanding
anything to the contrary herein or in the Lease, the provisions of the Mortgage
will govern with respect to the disposition of proceeds of insurance policies or
condemnation or eminent domain awards. So long as the Lease is in full force and
effect and Tenant is not in default under any provision of this Lease, and no
event has occurred that has continued to exist for a period of time (after
notice, if any, required by this Lease) as would entitle Landlord to terminate
this Lease or would cause without further action by Landlord, the termination of
this Lease or would entitle Landlord to dispossess the Tenant thereunder:

              A. The right of possession of Tenant to the Premises shall not be
terminated or disturbed by any steps or proceedings taken by Lender in the
exercise of any of its rights under the Mortgage or the indebtedness secured
thereby;

              B. This Lease shall not be terminated or affected by said exercise
of any remedy provided for in the Mortgage, and any sale by Lender of the
Building pursuant to the exercise of any rights and remedies under the Mortgage
or otherwise, shall be made subject to this Lease and the rights of Tenant
hereunder.

              C. In no event shall Lender or any other Purchaser be:

                 (i) liable for any act or omission of Landlord or any prior
landlord;

                 (ii) liable for the return of any security deposit:

                 (iii) subject to any offsets or defenses that the Tenant might
have against Landlord or any prior landlord;

                 (iv) bound by any payment or rent or additional Rent that
Tenant might have paid to Landlord or any prior landlord for more than the
current month; or

                 (v) bound by any amendment or modifications of the Lease made
without Lender's or such other Purchaser's prior written consent.

              D. Provided that Landlord has previously notified Tenant of
Lender's address for notice, Tenant agrees to give prompt written notice to
Lender of any default by Landlord that would entitle Tenant to cancel this
Lease, and agrees that notwithstanding any provision of this Lease, no notice of
cancellation thereof given on behalf of Tenant shall be effective unless Lender
has received said notice and has failed within 30 days of the date of receipt
thereof to cure Landlord's default, or if the default cannot be cured within 30
days, has failed to commence and to diligently pursue the cure of Landlord's
default which gave rise to such right of cancellation. Tenant further agrees to
give such notices to any successor of Lender, provided that such successor shall
have given written notice of Tenant of its acquisition of Lender's interest in
the Mortgage and designated the address to which such notices are to be sent.

              E. Tenant acknowledges that Landlord may execute and deliver to
Lender an Assignment of Leases and Rents conveying the Rents under this Lease as
additional security for the loan secured by the Mortgage, and Tenant hereby
expressly consents to such Assignment.

              F. Tenant agrees that it will not, without the prior written
consent of Lender, do any of the following, and any such purported action
without such consent shall be void as against Lender;

                 (i) modify this Lease or any extensions or renewals thereof in
such a way as to reduce the Rent, accelerate Rent payments, shorten the original
term, or change any renewal option:

                 (ii) terminate this Lease except as provided by its terms; or

                 (iii) tender or accept a surrender of this Lease or make
prepayment in excess of one month of Rent thereunder.

                 (iv) Tenant agrees to certify in writing to Lender, upon
request, whether or not any default on the part of Landlord exists and the
nature of any such default.

                 (v) The foregoing provisions shall be self-operative and
effective without the execution of any further instruments on the part of Lender
or Tenant, However, Tenant agrees to execute and deliver to Lender or to any
person to whom Tenant herein agrees to attorn such other instruments as either
shall request in order to effectuate said provisions.

                               ARTICLE 10.00 LIENS

     10.01     Landlord's Lien.  As security for payment of Rent, damages and
all other payments required to be made by this Lease, Tenant hereby grants to
Landlord a lien upon all property of Tenant now or subsequently located upon the
Premises. If Tenant abandons or vacates any substantial portion of the Premises
or is in default on the payment of any Rents, damages or other payment required
to be made by this Lease or is in default of any other provision of this Lease,
Landlord may enter upon the Premises, by picking or changing locks if necessary,
and take possession of all or any part of the personal property, and may sell
all or any part of the personal property at public or private sale, in one or
successive sales, with or without notice, to the highest bidder for cash, and,
on behalf of Tenant, sell and convey all or part of the personal property to the
highest bidder, delivering to the highest bidder all of Tenant's title and
interest in the personal property sold. The proceeds of the sale of the personal
property shall be applied by Landlord toward the reasonable costs and expenses
of the sale, including attorney's fees, and then toward the payment of all sums
then due by Tenant to Landlord under the terms of this Lease. Any excess
remaining shall be paid to Tenant or any other person entitled thereto by law.

     10.02     Liens.  Tenant shall not permit any lien or claim for lien of any
mechanic, laborer or supplier or any other lien to be filed again5t the
Premises, the Building, the Common Areas, or any part of such property arising
out of work performed, or alleged to have been performed by, or at the direction
of, or on behalf of Tenant. If any such lien or claim for lien is filed, Tenant
shall within five (5) days after such filing either have such lien of claim for
lien released of record or shall deliver to Landlord a bond or other

                                        8
<PAGE>

security in form, content, amount, and issued by a company satisfactory to
Landlord indemnifying Landlord, Manager and others designated by Landlord
against all costs and liabilities resulting from such lien or claim for lien and
the foreclosure or attempted foreclosure thereof, If Tenant fails to have such
lien or claim for lien so released or to deliver such bond to Landlord.
Landlord, without investigating the validity of such lien, may pay or discharge
the same and Tenant shall reimburse Landlord upon demand for the amount so paid
by Landlord, including Landlord's expenses and attorneys' fees.

                       ARTICLE 11.00 DEFAULT AND REMEDIES

     11.01     Events of Default.  If (1) Tenant vacates or abandons the
Premises prior to the Expiration Date, or (2) Tenant fails to fulfill any of the
terms or conditions of this Lease or any other Lease heretofore made by Tenant
for space in the Building or (3) the appointment of a trustee or a receiver to
take possession of all or substantially all of Tenant's assets occurs, or if the
attachment, execution or other judicial seizure of all or substantially all of
Tenant's assets located at the Premises, or of Tenant's interest in this Lease,
occurs, or (4) Tenant or any of its successors or assigns or any guarantor of
this Lease ("Guarantor") should file any voluntary petition in bankruptcy,
reorganization or arrangement, or an assignment for the benefit of creditors or
for similar relief under any present or future statute, law or regulation
relating to relief of debtors, or (5) Tenant or any of its successors or assigns
or any Guarantor should be adjudicated bankrupt or have an involuntary petition
in bankruptcy filed against it, or (6) Tenant shall permit, allow or suffer to
exist any lien, judgment, writ, assessment, charge, attachment or execution
upon Landlord's or Tenant's interest in this Lease or to the Premises, and/or
the fixtures, improvements and furnishings located thereon; then, Tenant shall
be in default hereunder.

     11.02     Tenant's Grace Periods.  If (1) Tenant fails to pay Rent or
Additional Rent within ten (10) days after the date due or (2) Tenant fails to
cure any other default within ten (10) days after notice from Landlord
specifying the nature of such default (unless such default is of a nature that
it cannot reasonably be completely cured within said ten (10) day period and
steps have been diligently commenced to cure or remedy it within such ten (10)
day period and are thereafter pursued with reasonable diligence and in good
faith), then Landlord shall have such remedies as are provided under this Lease
and/or under the laws of the State of Florida.

     11.03     Repeated Late Payment.  Regardless of the number of times of
Landlord's prior acceptance of late payments and/or late charges, (i) if
Landlord notifies Tenant twice in any 6-month period that Base Rent or any
Additional Rent has not been paid when due, then any other late payment within
such 6-month period shall automatically constitute a default hereunder and (ii)
the mere acceptance by Landlord of late payments in the past shall not,
regardless of any applicable laws to the contrary, thereafter be deemed to waive
Landlord's right to strictly enforce this Lease, including Tenant's obligation
to make payment of Rent on the exact day same is due, against Tenant.

     11.04     Landlord's Remedies for Tenant's Default.

               A. Landlord's 0ptions. If Tenant is in default of this Lease,
Landlord may, at its option, in addition to such as may be available under
Florida law:

                  (1)     terminate this Lease and Tenant's right of possession;
or

                  (2)     terminate Tenant's right to possession but not the
               Lease and/or proceed in accordance with any and all provisions of
paragraph B below.

               B. Landlord's Remedies.

                  (1)     Landlord may without further notice reenter the
Premises either by force or otherwise and dispossess Tenant by summary
proceedings or otherwise, as well as the legal representative(s) of Tenant
and/or other occupant(s) of the Premises, and remove their effects and hold the
Premises as if this Lease had not been made, and Tenant hereby waives the
service of notice of intention to re-enter or to institute legal proceedings to
that end; and/or at Landlord's option.

                  (2)     All Rent and all Additional Rent for the balance of
the Term will, at the election of Landlord, be accelerated and the present worth
of same for the balance of the Lease Term, net of amounts actually collected by
Landlord, shall become immediately due thereupon and be paid, together with all
expenses of every nature which Landlord may incur such as (by way of
illustration and not limitation) those for attorneys' fees, brokerage,
advertising, and refurbishing the Premises in good order or preparing them for
re-rental; and/or at Landlord's option.

                  (3)     Landlord may re-let the Premises or any part thereof,
either in the name of Landlord or otherwise, for a term or terms which may at
Landlord's option be less than or exceed the period which would otherwise have
constituted the balance of the Lease Term, and may grant concessions or free
rent or charge a higher rental than that reserved in this Lease; and/or at
Landlord's option.

                  (4)     Tenant or its legal representative(s) will also pay to
Landlord as liquidated damages any deficiency between the Rent and all
Additional Rent hereby reserved and/or agreed to be paid and the net amount, if
any, of the rents collected on account of the lease or leases of the Premises
for each month of the period which would otherwise have constituted the balance
of the Lease Term.

               C.  Landlord's Remedies in Bankruptcy.

                   (1)     Anything contained herein to the contrary
notwithstanding, if termination of this Lease shall be stayed by order of any
court having jurisdiction over any proceeding described in subparagraph A: of
this Paragraph, or by federal or state statute, then, following the expiration
of any such stay, or if Tenant or Tenant as debtor-in possession or the trustee
appointed in any such proceeding (being collectively referred to as "Tenant"
only for the purposes of this Paragraph) shall fail to assume Tenant's
obligations under this Lease within the period prescribed therefor by law or
within fifteen (15) days after entry of the order for relief or as may be
allowed by the Court, or if Tenant shall fail to provide adequate protection of
Landlord's right, title and interest in and to the Premises or adequate
assurance of the complete and continuous future Performance of Tenant's
obligations under this Lease, Landlord, to the extent permitted by law or by
leave of the court having jurisdiction over such proceeding, shall have the
right, at its election, to terminate this Lease on fifteen (15) days' notice to
Tenant and upon the expiration of said fifteen (15) day period this Lease shall
cease and expire as aforesaid and Tenant shall immediately quit and surrender
the Premises as aforesaid. Upon the termination of this Lease as provided above,
Landlord, without notice, may re-enter and repossess the Premises using such
force for that purpose as may be necessary without being liable to indictment,
prosecution or damages therefor and may dispossess Tenant by summary proceedings
or otherwise.

                   (2)     For the purposes of the preceding paragraph (1),
adequate protection of Landlord's right, title and interest in and to the
Premises, and adequate assurance of the complete and I continuous future
performance of Tenant's obligations under this Lease, shall include, without
limitation, the following requirements;

                           (i)     that Tenant comply with all of its
obligations under this Lease;

                                        9
<PAGE>

                           (ii)    that Tenant pay to Landlord, on the first day
of each month occurring subsequent to the entry of such order, or the effective
date of such stay, a sum equal to the amount by which the Premises diminished in
value during the immediately preceding monthly period, but, in no event, an
amount which is less than the aggregate Rent payable for such monthly period:

                           (iii)   that Tenant continue to use the Premises in
the manner originally required by this Lease:

                           (iv)    that Landlord be permitted to supervise the
performance of Tenant's obligations under this Lease:

                           (v)     that Tenant pay to Landlord within fifteen
(15) days after entry of such order or the effective date of such stay, as
partial adequate protection against future diminution in value of the Premises
and adequate assurance of the complete and continuous future performance of
Tenant's obligations under this Lease, an additional security deposit in an
amount acceptable to Landlord;

                           (vi)    that Tenant has and will continue to have
unencumbered assets after the payment of all secured obligations and
administrative expenses to assure landlord that sufficient funds will be
available to fulfill the obligations of Tenant under this Lease:

                           (vii)   that if Tenant assumes this Lease and
proposes to assign the same (pursuant to Title 11 U.S.C.ss. 365, or as the same
may be amended) to any person who shall have made a bona fide offer to accept an
assignment of this Lease on terms acceptable to such court having competent
jurisdiction over Tenant's estate, then notice of such proposed assignment,
setting forth (x) the name and address of such person, (y) all of the terms and
conditions of such offer, and (z) the adequate assurance to be provided Landlord
to assure such person's future performance under this Lease, including, without
limitation, the assurance referred to in Title 11 U.S.C.ss.365(b) (3), as it may
be amended, shall be given to Landlord by Tenant no later than fifteen (15) days
after receipt by Ten ant of such offer, but in any event no later than thirty
(30) days prior to the date that Tenant shall make application to such court for
authority and approval to enter into such assignment and assumption, and
Landlord shall thereupon have the prior right and option, to be exercised by
notice to Tenant given at any time prior to the effective date of such proposed
assignment, to accept, or to cause Landlord's designee to accept, an assignment
of this Lease upon the same terms and conditions and for the same consideration,
if any, as the bona fide offer made by such person less any brokerage
commissions which may be payable out of the consideration to be paid by such
person for the assignment of this Lease: and

                           (viii)  that if Tenant assumes this Lease and
proposes to assign the same, and Landlord does not exercise its option pursuant
to Paragraph (vii) of this Paragraph, Tenant hereby agrees that:

                                   (A) such assignee shall have a net worth not
less than the net worth of Tenant as of the Commencement Date, or such Tenant's
obligations under this Lease shall be unconditionally guaranteed by a person
having a net worth equal to Tenant's net worth as of the Commencement Date:

                                   (B) such assignee shall not use the Premises
except subject to all the restrictions contained in this Lease:

                                   (C) such assignee shall assume in writing all
of the terms, covenants and conditions of this Lease including, without
limitation, all of such terms, covenants and conditions respecting the Permitted
Use and payment of Rent:

                                   (D) such assignee shall indemnify Landlord
against, and pay to Landlord the amount of, any payments which Landlord may be
obligated to make to any Mortgagee by virtue of such assignment:

                                   (E) such assignee shall pay to Landlord an
amount equal to the unamortized portion of any construction allowance made to
Tenant: and

                                   (F) if such assignee makes any payment to
Tenant, or for Tenant's account, for the right to assume this Lease (including,
without limitation, any lump sum payment, installment payment or payment in the
nature of rent over and above the Rent payable under this Lease), Tenant shall
pay over to Landlord one-half of any such payment, less any amount paid to
landlord pursuant to clause (E) above on account of any construction allowance.

     11.05     Landlord's Right to Perform for Tenant's Account.  If Tenant
fails to observe or perform any term or condition of this Lease within the grace
period, if any, applicable thereto, then Landlord may immediately or at any time
thereafter perform the same for the account of Tenant. If Landlord makes any
expenditure or incurs any obligation for the payment of money in connection with
such performance for Tenant's account (including reasonable attorneys' fees and
costs in instituting, prosecuting and/or defending any action or proceeding
through appeal), the sums paid or obligations incurred, with interest at
eighteen percent (18%) per annum, will be paid by Tenant to Landlord within ten
(10) days after rendition of a bill or statement to Tenant. In the event Tenant
in the performance or non-performance of any term or condition of this Lease
should cause an emergency situation to occur or arise within the Premises or in
the Building, Landlord will have all rights set forth in this paragraph
immediately without the necessity of providing Tenant any advance notice.

                            ARTICLE 12.00 RELOCATION

     12.01     Relocation Option.  In the event Landlord determines to utilize
the Premises for purposes during the term of this Lease. Tenant agrees to
relocate to other space in the building and/or project designated by Landlord,
provided such other space is of equal or larger size than the Premises.

     12.02     Expenses.  Landlord shall pay Tenant's expenses of moving and
reconstruction of all Tenant furnished and Landlord furnished improvements. In
the event of such relocation, this Lease shall continue in full force and effect
without any change in the terms or conditions of this Lease, but with the new
location substituted for the old location set forth in section 1.02 of the
Lease.

                            ARTICLE 13.00 DEFINITIONS

     13.01     Abandon.  "Abandon" means the vacating of all or a substantial
portion of the Premises by Tenant, whether or not Tenant is in default of the
Rent payment due under this Lease.

     13.02     Act of God or Force Majeure.  An "act of God" or "force Majeure"
is defined for purposes of this Lease as strikes, lockouts, sitdowns, material
or labor restrictions by any governmental authority, unusual transportation
delays, riots, floods, washouts, explosions, earthquakes, fire, storms, weather
(including wet grounds or inclement weather which prevents construction), acts
of the public enemy, wars, insurrections and any other cause not reasonably with
in the control of Landlord and which by the exercise of due diligence Landlord
is unable, wholly or in part, to prevent or overcome.

                                       10
<PAGE>

                           ARTICLE 14.00 MISCELLANEOUS

     14.01     Waiver.  Failure of Landlord to declare an event of default
immediately upon its occurrence, or delay in taking any action in connection
with an event of default, shall not constitute a waiver of the default, but
Landlord shall have the right to declare the default at any time and take such
action as is lawful or authorized under this Lease. Pursuit of any one or more
of the remedies set forth in article 11.00 above shall not preclude pursuit of
any one or more of the other remedies provided elsewhere in this Lease or
provided by law, nor shall pursuit of any remedy constitute forfeiture or waiver
of any Rent or damages accruing to Landlord by reason of the violation of any of
the terms, provisions or covenants of this Lease. Failure by Landlord to enforce
one or more of the remedies provided upon an event of default shall not be
deemed or construed to constitute a waiver of the default or of any other
violation or breach of any of the terms, provisions and covenants contained in
this Lease.

     14.02     Act of God.  Landlord shall not be required to perform any
covenant or obligation in this Lease, or be liable in damages to Tenant, so long
as the performance or non-performance of the covenant or obligation is delayed,
caused or prevented by an act of God, force majeure or by Tenant.

     14.03     Jury Trial: Attorney's Fees.  To the extent permitted by law,
Tenant hereby waives: (a) jury trial in any action or proceeding regarding a
monetary default by Tenant and/or Landlord's right to possession of the
Premises, and (b) in any action or proceeding by Landlord for eviction where
Landlord has also filed a separate action for damages. Tenant waives the right
to interpose any counterclaim in such eviction action, Moreover, Tenant agrees
that it shall not interpose or maintain any counterclaim in such damages action
unless it pays and continues to pay all Rent, as and when due, into the registry
of the court in which the damages action is filed. In the event of any dispute
hereunder, or any default in the performance of any term or condition of this
Lease, the prevailing party in litigation shall be entitled to recover all
costs and expenses associated therewith, including reasonable attorneys' fees.

     14.04     Successors.  This Lease shall be binding upon and inure to the
benefit of Landlord and Tenant and their respective heirs, personal
representatives, successors and assigns. It is hereby covenanted and agreed that
should Landlord's interest in the Premises cease to exist for any reason during
the term of this Lease, then notwithstanding the happening of such event this
Lease nevertheless shall remain unimpaired and in full force and effect, and
Tenant hereunder agrees to attorn to the then owner of the Premises.

     14.05     Rent Tax.  If applicable in the jurisdiction where the Premises
are situated, Tenant shall pay and be liable for all rental, sales and use taxes
or other similar taxes, if any, levied or imposed by any city, state, county or
other governmental body having authority, such payment is to be in addition to
all other payments required to be paid to Landlord by Tenant under the terms of
this Lease. Any such payment shall be paid concurrently with the payment of the
rent, Additional Rent, operating expenses or other charge upon which the tax is
based as set forth above.

     14.06     Captions.  The captions appearing in this Lease are inserted only
as a matter of convenience and in no way define, limit, construe or describe the
scope or intent of any section.

     14.07     Notice.  All Rent and other payments required to be made by
Tenant shall be payable to Landlord at the address set forth in section 1.05.
All payments required to be made by Landlord to Tenant shall be payable to
Tenant at the address set forth in section 1.05. or at any other address within
the United States as Tenant may specify from time to time by written notice. Any
notice or document required or permitted to be delivered by the terms of this
Lease shall be deemed to be delivered (whether or not actually received) when
deposited in the United States Mail, postage prepaid, certified mail, return
receipt requested, addressed to the parties at the respective addresses set
forth in section 1.05.

     14.08     Submission of Lease.  Submission of this Lease to Tenant for
signature does not constitute a reservation of space or an option to lease. This
Lease is not effective until execution by and delivery to both Landlord and
Tenant.

     14.09     Corporate Authority.  If Tenant executes this Lease as a
corporation, each of the persons executing the Lease on behalf of Tenant does
hereby personally represent and warrant that Tenant is a duly authorized and
existing corporation, that Tenant is qualified to do business in the state in
which the Premises are located, that the corporation has full right and
authority to enter into this Lease, and that each person signing on behalf of
the corporation is authorized to do so. In the event any representation or
warranty is false, all persons who execute this Lease shall, be liable,
individually, as Tenant.

     14.10     Severability.  If any provision of this Lease or the application
thereof to any person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Lease and the application of such provisions to
other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.

     14.11     Landlord's Liability. If Landlord shall be in default under this
Lease and, if as a consequence of such default, Tenant shall recover a money
judgement against Landlord, such judgement shall be satisfied only out of the
right, title and interest of Landlord in the building as the same may then be
encumbered and neither Landlord nor any person or entity comprising Landlord
shall be liable for any deficiency. In no event shall Tenant have the right to
levy execution against any property of Landlord nor any person or entity
comprising Landlord other than its interest in the building as herein expressly
provided. If Tenant claims or asserts that Landlord has violated or failed to
perform a covenant of Landlord not to unreasonably withhold or delay Landlord's
consent or approval. Tenant's sole remedy shall be an action for specific
performance, declaratory judgment or injunction and in no event shall Tenant be
entitled to any money damages for a breach of such covenant and in no event
shall Tenant claim or assert any claim for any money damages in any action or by
way of setoff, defense or counterclaim and Tenant hereby specifically waives the
right to any money damages or other remedies.

     14.12     Radon Gas.  The following statement has been included in this
lease as required by Florida Statutes 404.056 (8): "Radon Gas: Radon is a
naturally occurring radioactive gas that, when it has accumulated in a building
in sufficient quantities, may present health risks to persons who are exposed to
it over time. Levels of Radon that exceed Federal and State guidelines have been
found in buildings in Florida. Additional information regarding Radon and radon
testing may be obtained from your county public health unit". l14.13 Hazardous
Substances, Tenant hereby expressly represents and warrants that, except in
strict compliance with the procedures set forth in Exhibit "0" attached hereto,
it will not use the Premises to generate, manufacture, refine, transport, treat,
store, handle, discharge or dispose of hazardous or toxic wastes and substances,
and that Tenant has not and will not permit any of such substances to be brought
onto the Premises or into the Project or onto the real property upon which the
building is located. Landlord, for itself, and on behalf of its agents,
employees, consultants and contractors reserves the right to enter upon the
Premises to perform such tests on the Premises as are reasonably necessary to
ensure that Tenant has complied with this representation and warranty.

               The term "hazardous or toxic wastes and substances" shall be
deemed to include all hazardous, toxic, radioactive substances, wastes or
materials, all pollutants or contaminants, asbestos, pesticides, gasoline,
diesel fuel and other petroleum products, polychlorinated biphenyls (PCB's) and
other

                                       11
<PAGE>

similar substances and all raw materials containing such substances that are
included under or regulated under the Comprehensive Environmental Response,
Compensation and Liability Act (42 USC 6901 et seq.. "CERCLA") and any other
local, state or federal law, either by definition, determination or
identification in such laws or by judicial or administrative interpretation of
such laws, together with any other chemical, material or substance, exposure to
which is prohibited, limited or regulated by any governmental authority or that
may or could pose a hazard to the health and safety of the occupants of the
Premises or the building or the owners and occupants of property adjacent to the
Premises or the building.

               In the event that Tenant receives any notice of violation,
summons, citation, directive, letter or other communication from any federal,
state or local agency or local governmental body concerning the presence,
release or threatened release of hazardous or toxic wastes or substances. Tenant
shall immediately notify Landlord of the fact and content thereof.

               In the event it is determined that any action must be taken with
regard to the presence of any such hazardous or toxic wastes and substances on
the Premises. Tenant covenants and agrees (a) to take all such actions necessary
to bring promptly the Premises into compliance with all applicable laws or
governmental regulations and (b) to secure evidence acceptable to Landlord that
all governmental agencies and entities having jurisdiction over the Premises,
the real property of which the Premises are a part, and the hazardous or toxic
wastes and substances have certified that the Premises and the real property are
in compliance with all applicable laws and governmental regulations, all at
Tenant's sole cost and expense. Tenant acknowledges that Landlord is relying on
the warranties, representations and covenants contained in this paragraph in
executing this lease agreement, and Tenant agrees to defend, indemnify and hold
Landlord and its successors and assigns harmless of and from any and all
actions, suits, claims, remedial orders, judgements, decrees, and damages of any
nature (including but not limited to, attorneys' fees and costs, consultants'
fees, cleanup, removal and restoration costs, and environmental damages provided
for under all federal, state and local environmental laws) arising from or in
relations to the presence, generation, manufacture, refining, transportation,
treatment, storage, handling, disposal, discharge, release or spill of any
hazardous or toxic wastes or substances in or on the Premises during the term of
this lease unless caused by Landlord. The foregoing indemnification and hold
harmless obligations shall be in addition to any and all remedies otherwise
available to Landlord hereunder. The provisions of this paragraph shall be
deemed to survive, and continue in full force and effect, after the termination,
sale assignment or sublease of this lease.

               In the event of a violation of the representations, covenants and
warranties contained herein, Landlord may, at its sole discretion; (i) declare a
default hereunder: (ii) require Tenant to take actions and expend whatever funds
are necessary to correct such violation and to correct all adverse consequences
of such violation so that full compliance with all applicable federal, state and
local laws, rules and regulations are insured: or (iii) Landlord may take such
action and expend such sums on Tenant's behalf to ensure that all such
violations are all adverse consequences of such violations are corrected and
that the Premises (and the real estate of which the Premises are a part) are
brought into full compliance with all applicable federal, state and local laws,
rules and regulations. In the event Landlord elects to expend moneys to correct
any such violations, such moneys shall be deemed Additional Rent, payable within
five (5) days of Tenant's receipt of an invoice thereof. Any such action taken
by Landlord shall not constitute a waiver of any claim that Landlord has or may
have against Tenant or any other person to recover any loss incurred by Landlord
as a result of such violation.

                      ARTICLE 15.00 REAL ESTATE COMMISSION

     15.01     Brokers.  Landlord warrants that it has had no dealings with any
real estate broker or agent in connection with the negotiation of this Lease
except the broker and cooperating broker named above, and that it knows of no
other real estate broker or agent who is or might be entitled to a commission in
connection with this Lease. Landlord agrees to pay all real estate commissions
due in connection with this Lease to the broker named above, and Landlord agrees
to indemnify and hold harmless Tenant from and against any liability or claim,
whether meritorious or not, arising with respect to any broker not so named
above, which claim arises by, through or on behalf of Landlord. Tenant warrants
and represents that it has had no dealings with any real estate broker or agent
in connection with the negotiations of this Lease except the broker and
cooperating broker named above, and that it knows of no other~ real estate
broker or agent who is or might be entitled to a commission in connection with
this Lease, and Tenant agrees to indemnify and hold harmless Landlord from and
against any liability or claim, whether meritorious or not, arising with respect
to any broker no so named below, which claim arose by, through or on behalf of
Tenant.

              ARTICLE 16.00 AMENDMENT AND LIMITATION OF WARRANTIES

     16.01     Entire  Agreement.  IT IS EXPRESSLY AGREED BY Tenant, AS A
MATERIAL CONSIDERATION FOR THE EXECUTION OF THIS LEASE, THAT THIS LEASE, WITH
THE SPECIFIC REFERENCES TO WRITTEN EXTRINSIC DOCUMENTS, IS THE ENTIRE AGREEMENT
OF THE PARTIES; THAT THERE ARE, AND WERE NO VERBAL REPRESENTATIONS, WARRANTIES,
UNDERSTANDINGS, STIPULATIONS, AGREEMENTS OR PROMISES PERTAINING TO THIS LEASE OR
TO THE EXPRESSLY MENTIONED WRITTEN EXTRINSIC DOCUMENTS NOT INCORPORATED IN
WRITING IN THIS LEASE.

     16.02     Amendment.  THIS LEASE MAY NOT BE ALTERED, WAIVED, AMENDED OR
EXTENDED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY Landlord AND Tenant.

     16.03     Limitation of Warranties.  Landlord AND Tenant EXPRESSLY AGREE
THAT LANDLORD HAS NOT MADE AND DOES HEREBY EXPRESSLY DISCLAIM ANY AND ALL
IMPLIED WARRANTIES OR MERCHANTABILITY, HABITABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE, AND THERE ARE NO
WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY SET FORTH IN THIS LEASE.

                         ARTICLE 17.00 OTHER PROVISIONS

     17.01     Renewal Option.  Tenant shall have an option (the "Option") to
extend the term of this Lease for one additional period of five years (the
"renewal Term"). In order to exercise the Option, Tenant must give written
notice to Landlord not less than six months prior to the expiration date of the
Lease that it wishes to extend the term of this Lease; provided, however, that
Tenant shall not be entitled to exercise the Option unless each of the following
conditions shall be fully satisfied at the time of its exercise; (i) the Lease
shall be in full force and effect; (ii) the original Tenant named in this Lease
shall be in possession of the Premises; and (iii) Tenant shall not then be in
default under any of the terms, provisions, covenants or conditions of the
Lease. If Tenant exercises the Option as provided, the termination date of the
Lease shall be extended for a period of five years and Base Rent shall be
adjusted to 95% of market rent. If Tenant shall fail to give written notice to
Landlord of Tenant's exercise of the Option as provided, Tenant shall be deemed
to have waived its right to exercise the Option and to occupy the Premises
beyond the initial term of the Lease. Notwithstanding anything to the contrary
in this Lease, the term "Lease Term" whenever used in this Lease shall be
defined to include the original term and all renewals and extensions thereof,
Market rent (including escalations for successive years of the renewal term)
shall be determined by Landlord in its reasonable discretion, Landlord's
determination shall be based, as Landlord deems appropriate, upon then current
and projected rents for spaces in the Building which are then for rent (or, if
none, which have been rented during the prior twelve months) or projected to be
for rent during the Lease Term, adjusted for any special conditions applicable
to such spaces and leases, for location, length of term, amount of space and
other factors Landlord deems relevant in computing rents for spaces in the
Building, including adjustments for anticipated inflation,

                                       12
<PAGE>

and subject to adjustments for fluctuations in market rents, market conditions
and price conditions, Notwithstanding anything herein to the contrary,
Landlord's determination of market rent shall be final, and Tenant's sole remedy
in the event that it is dissatisfied with such determination shall be
non-exercise of the Option. Landlord agrees that, if requested by Tenant not
less than six nor more than seven months prior to the expiration date of the
Lease, it will advise Tenant of and be bound by Landlord's determination of
market rent for the renewal Term.

     17.02     Right of Negotiation.  If space in the Building (the "Negotiation
Space") becomes available for leasing. Landlord shall give Tenant notice of such
fact ("Landlord's Notice"). If Tenant fails to notify Landlord within seven (7)
days from the date of Landlord's Notice that Tenant wishes to lease the
Negotiation Space. Tenant shall have waived any and all rights it may have under
this paragraph with respect to the Negotiation Space. If Tenant notifies
Landlord within seven (7) days from the date of Landlord's Notice that Tenant
wishes to lease the Negotiation Space, Landlord agrees that for a period of
seven (7) days following the date of Tenant's notice Landlord Landlord and
Tenant shall in good faith attempt to negotiate terms and conditions acceptable
to both of them on which Tenant shall lease the Negotiation Space. Failure of
the parties to enter into a written lease of the Negotiation Space or a written
modification of this Lease within said seven (7) day period shall be conclusive
of the inability of the parties to arrive at acceptable terms in which event
Tenant shall have no further rights with respect to the Negotiation Space and
Landlord shall be free to lease the Negotiation Space to any third party.


                            ARTICLE 18.00 SIGNATURES

               IN WITNESS WHEREOF, the parties have signed and delivered this
Lease as of the day and year first above written.


WITNESSES:
                                   "LANDLORD"

                                   EQUITABLE PACIFIC PARTNERS LIMITED
                                   PARTNERSHIP, a Delaware limited partnership

_______________________            By:  Equitable Pacific Partners Corp.
                                         a Delaware Corporation, General Partner
                                                                         (SEAL)
_______________________
(As to Landlord)                        By:___________________________________

                                           ___________________________________
                                             as agent

WITNESSES:
                                   "TENANT"

                                   BOCA RESEARCH, INC.________________________
_______________________
                                                                         (SEAL)

_______________________
(As to Tenant)                          By:___________________________________

                                           ___________________________________
                                           President








                                       13
<PAGE>

Exhibit "A"

                                   Floor Plan


<PAGE>

Exhibit "C"

                                   Exhibit "C"

                              Rules and Regulations


1. The sidewalks, entrances, passages, courts, elevators, vestibules, stairways,
corridors, and halls shall not be obstructed or encumbered by any Tenant or used
for any purpose other than ingress and egress to and from the Premises.

2. No awnings or other projections shall be attached to the outside walls of the
Project without the prior written consent of Landlord. No curtains, blinds,
shades, or screens shall be attached to or hung in, or used in connection with,
any window or door of the Premises, without the prior written consent of
Landlord. Such awnings, projections, curtains, blinds, shades, screens or other
fixtures must be of a Oquality, type, design, and color, and attached in the
manner approved by Landlord.

3. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any Tenant on any part of the outside of the
Premises or Project or on the inside of the Premises if the same can be seen
from the outside of the Premises without the prior written consent of Landlord
except that the name of Tenant may appear on the entrance door of the Premises.
In the event of a violation of the foregoing by Tenant, Landlord may remove same
without any liability and may charge the expense incurred by such removal to the
Tenant or Tenants violating this rule.

4. Tenant shall not occupy or permit any portion of the Premises demised to it
to be occupied or used for any purpose other than as specified in the Lease.
Tenant shall not engage or pay any employees on the Project, except those
actually working for Tenant at the Premises. The Premises shall not be used for
gambling, lodging, or sleeping or for any immoral or illegal purposes.

5. Tenant shall not allow any object to be placed on the glass or the
windowsills. No materials shall be placed under the exterior stairways nor
shall any articles obstruct any air-conditioning supply or exhaust vent.

6. The water and wash closets and other plumbing fixtures shall not be used for
any purposes other than those for which they were constructed and no sweepings,
rubbish, rags, or other substances shall be thrown therein. All damages
resulting from any misuse of the fixtures by Tenant, its servants, employees,
agents, or licensees shall be borne by Tenant.

7. No Tenant shall mark, paint, drill into, or in anyway deface any part of the
Premises or the Project of which they form a part, No boring, cutting, or
stringing of wires shall be permitted, except with the prior written consent of
Landlord, and as it may direct. Should a Tenant require telegraphic, telephonic,
annunciator or other communication service, Landlord will direct the
electricians where and how wires are to be introduced and placed, and none shall
be introduced or placed except as Landlord shall direct. Electric current shall
not be used for power or heating without Landlord's prior written permission.
Neither Tenant nor Tenant's Agents including, but not limited to, electrical
repairmen and telephone installers, shall lift, remove or in any way alter or
disturb any of the interior ceiling materials of the Premises or Project, nor
shall any of same have any access whatsoever to the area above the interior
ceiling of the Premises or the Project except with the prior written consent of
Landlord and in accordance with guidelines established by Landlord. No antennas
shall be permitted.

8. No bicycles, vehicles, or animals of any kind shall be brought into or kept
in or about the Premises. No Tenant shall cause or permit any unusual or
objectionable odors to be produced upon or permeate from the Premises.

9. Landlord shall have the right to retain a passkey and to enter the Premises
at any time, to examine same or to make such alterations and repairs as may be
deemed necessary, or to exhibit same to prospective Tenants during normal
business hours.

10. No Tenant shall make, or permit to be made, any unseemly or disturbing
noises or disturb or interfere with occupants of this or neighboring buildings
or premises or those having business with them, whether by the use of any
musical instrument, radio, talking machine, unmusical noise, whistling, singing,
or in any other way. No Tenant shall throw anything out of doors, windows,
skylights, or down the passageways.

11. No additional locks or bolts of any kind shall be placed upon any of the
doors or windows by any Tenant, nor shall any changes be made in existing locks
or the mechanism thereof. Each Tenant must, upon the termination of his tenancy
restore to the Landlord all keys of offices and toilet rooms, either furnished
to, or otherwise procured by, such Tenant. Tenant shall pay to the Landlord the
cost of any lost keys.

12. Tenant will refer all contractors, contractors' representatives and
installation technicians, rendering any service to Tenant, to Landlord for
Landlord's supervision, approval, and control before performance of any
contractual service. This provision shall apply to all work performed in the
building, including installations of telephones, telegraph equipment, electrical
devices and attachments, and installations of any nature affecting floors,
walls, woodwork, trim, windows, ceilings, equipment or any other physical
portion of the Project.

13.   Tenant agrees that all machines or machinery placed in the Premises by
Tenant will be erected and placed so as to prevent any vibration or annoyance to
any other Tenants in the Project of which the Premises are a part, and

<PAGE>

it is agreed that upon written request of Landlord, Tenant will, within ten (10)
days after the mailing of such notice, provide approved settings for the
absorbing, preventing, or decreasing of noise from any or all machines or
machinery placed in the Premises.

14. The requirements of Landlord to Tenant will be attended to only upon written
application at the office of the Project. Employees of Landlord shall not
receive or carry messages for or t6 any Tenant or other person nor contract with
or render free or paid services to any Tenant or Tenant's agent, employees, or
invitees.

15. Canvassing, soliciting, and peddling in the Project is prohibited and each
Tenant shall cooperate to prevent the same.

16. Landlord will not be responsible for lost, stolen, or damaged property,
equipment, money, or jewelry from Tenant's area or public areas regardless of
whether such loss occurs when area is locked against entry or not.

17. Unless included under Tenant's permitted use as set forth in the Lease, no
Tenant, nor any of Tenant's Agents, shall at any time bring or keep upon the
Premises or Project any inflammable, combustible, or explosive fluid, chemical,
or substance.

18. Tenant shall remit the sum of TEN and NO/100 DOLLARS ($10.00) per key to
Landlord as security for any and all buildings access keys provided to Tenant by
Landlord. Tenant shall remit the sum of TEN and NO/100 DOLLARS ($10.00) per key
to Landlord in the event that Tenant or Tenant's Agent(s) loses one of the keys
provided and requires a replacement.

19. Any person whose presence in the Project at any time shall, in the judgment
of Landlord, be prejudicial to the safety, character, reputation and interests
of the Project or its tenants may be denied access to the Project or may be
ejected therefrom, Landlord shall in no way be liable to any Tenant for damages
or loss arising from the admission, exclusion or ejection of any person to or
from Tenant's leased premises or the Project under the provision of this rule.

20. Tenant shall not advertise or permit any advertising which, in Landlord's
opinion, tends to impair the reputation of the Project; and upon written notice
from the landlord, Tenant shall refrain from or discontinue any such
advertising.

21. Each tenant, before closing and leaving the Premises at any time, shall see
that all windows are closed. All tenants must observe strict care not to leave
their windows open when it rains, and for any default or carelessness in these
respects, or any of them, shall make good any injury sustained by other tenants,
and to Landlord for damage to paint, plastering, or other parts of the Project,
resulting from default or carelessness.

22. Tenant shall provide and comply with all fire extinguisher code
requirements. Additional fire code requirements that result from Tenant's use
after initial occupancy will be complied with by Tenant.

23. Tenant shall not make any penetrations of the roof systems without prior
written consent of the Landlord. If Tenant for any reason whatsoever penetrates
the roof systems and voids Landlord's roof warranty, Tenant assumes liability
for all repairs and damage.

24. Trash, pallets, packing material, and other foreign material shall not be
stored on the exterior of the Premises including the overflow of such materials
surrounding dumpsters. Upon 24 hour notice to Tenant, Landlord may clean up any
debris and invoice Tenant for the cost of such service as Additional Rent.
Dumpsters are to be closed at night and whenever else possible to maintain a
clean exterior appearance.

25. The maintenance and repair of vehicles on the property is prohibited
including the changing of oil.

26. No vehicles are to be parked in designated and marked "no parking" areas.

27. Vehicles including campers are not allowed to be unmoved for more than three
(3) days or permanently stored on the property.

28. No residue or floor cleaning substance is to be washed from Premises floors
into the parking lot.

29. Materials are not to be stacked or leaned against demising walls.

30. Landlord reserves the right to make such other and further reasonable rules
and regulations as in its judgment may from time to time be needed for the
safety, care and cleanliness of the Premises, and for the preservation of good
order therein and any such other or further rules and regulations shall be
binding upon the parties hereto with the same force and effect as if they had
been inserted herein at the time of the execution hereof.


                                       16

<PAGE>

Exhibit "D"

                                   EXHIBIT D

                        Hazardous Substances Procedures

        1. Definition of Hazardous Materials.  A material and/or waste (solid,
           liquid or gaseous) shall be considered "Hazardous" if:

           A.   It appears on one or more hazardous substance lists published by
                the EPA under the Resource Conservation and Recovery Act (RCRA)
                and SARA Title III, Part 313.

           B.   It is acutely hazardous waste as defined by the EPA's 40 C.F.R.
                Parts 261-262.

           C.   It exhibits any of the following characteristics as defined by
                NEPA regulations and the substances MSDS:

                (1)   Ignitibility.  The material or Waste is easily combustible
                      or flammable.

                (2)   Corrosivity.  The material or waste is capable of causing
                      slow chemical and/or electrochemical reaction between a
                      metal and it's environment (for example, the rusting of
                      iron).  Ultimately, dissolving metals or other materials
                      and burns to the skin.

                (3)   Reactivity.  The material or waste is "explosive,"
                      unstable, or undergoes rapid or violent chemical reaction
                      with water or other materials.


                (4)    Toxicity.  The material or waste has the potential to
                       release toxic substances that can pose a hazard to human
                       health or the environment.

        2. Hazardous Materials Inventory.  The following is an inventory of all
           Hazardous materials handled, stored, accumulated, treated and
           disposed within the confines of Boca Research.

           A.   IEM Fusion NCR-P-7X-3 Soldering Paste (Tin, Lead)

           B.   Amicon D-124F (Epoxy Adhesive)

           C.   Centari Acrylic Enamel

           D.   Water soluble, neutral flux solution which is completely
                biodegradable and a non-irritant

           E.   Gold Solution (Cyanide Salt-Amine)

           F.   Loctite 3348 (Epoxy Adhesive)

           G.   Loctite 454 Surface Insensitive Instant Adhesive (Ethyl
                Cyanoacrylate, Amorphous Silica, Hydroquinone)

           H.   Nickel Acid Solution (Nickel Sulfate, Formic Acid)

           I.   SCM Metal Products Soldering Paste (TEA, Tin, Lead,
                Triethanolamine, Silver)

           J.   AP Grease (Naphthionic distillate)

        3. Hazardous Materials Handling and Use.  All hazardous material and
           waste are handled and used in accordance with all Occupational
           Health and Safety Association (OSHA) rules and regulations. All
           employees have been provided on-tbe-job traIning regarding personal
           protective equipment, safe handling, storage and disposal of
           hazardous materials and waste.

        4. Hazardous Materials and Waste Management.

           A.   Hazardous Materials Labeling.  All Hazardous materials are
                labeled in accordance with Department of Transportation (DOT)
                and the National Fire Protection (NFPA).

           B.   Hazardous Materials Containment.  Hazardous waste are placed in
                containers appropriate for the type of hazardous waste generated
                and the type of treatment and/or disposal method anticipated.

<PAGE>

                All containers designated for Hazardous Materials/Waste
                containment are constructed of material that is impervious to
                liquids and is capable of being maintained in a sanitary
                condition.

           C.   Hazardous  Materials Storage and Accumulation.  Hazardous
                materials storage and accumulation areas are located away from
                public access and general traffic flow patterns.  Furthermore,
                the area is restricted and secured against authorized personnel.

                (1)    Flammab1es.  Flammable materials are stored in a cool,
                       dry, well-ventilated area away from any possible ignition
                       sources.  Highly flammable materials are kept in an area
                       separate from oxidizing agents.

                (2)    Oxidizers.  All chemicals that combine or mix with
                       oxygen are stored away from liquids or low flash point.

                (3)    Corrosives.  Corrosive materials are stored in a cool,
                       well-ventilated area (above their freezing point).
                       Furthermore, corrosives are isolated from other materials
                       since they tend to corrode everything that is stored with
                       them.

                (4)    Acids and Bases.  Acids and Bases are stored in a cool,
                       dry, well-ventilated area.

                (5)    Highly Vo1atile Substances.  Materials that are highly
                       toxic or that can decompose into toxic components from
                       contact with heat, moisture, acids or acid fumes will be
                       stored in a cool, well-ventilated area out of the direct
                       rays of the sun.  Incompatible toxic materials will be
                       isolated from each other.

                (6)   Solder Pastes.  All solder pastes are covered by Boca
                      Research in a solid, physical state which is easily
                      contained in impermeable, sealed containers and
                      accumulated in a refrigerator for future reclamation.

           D.   Hazardous Waste Reclamation and/or Disposal.  All hazardous
                waste generated by Boca Research is immediately  disposed
                according to federal, state and local regulations.  Hazardous
                waste that cannot be treated or disposed immediately after it is
                generated is accumulated at its point of origin in a storage
                area designated for hazardous waste accumulation.

                (1)    Solder Paste and Dross.  100% of all excess solder paste
                       (dross) generated by the Wave Solderer is immediately
                       contained and accumulated for offsite reclamation.

                (2)    Containment Residuals.  Empty containers lined with a
                       residue of hazardous material/waste are returned to the
                       manufacturer for reclamation.

                (3)    Waste Water Residua1s.  Waste water effluent generated by
                       Boca Research that has been contaminated with hazardous
                       waste is passed through a closed loop filtration system.
                       The resu1ting treated residue can be classified as
                       non-hazardous or as a recovered, usable product which is
                       recycled by the manufacturer.