EXHIBIT 2.2

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt as to the action you should take, you should immediately consult your
stockbroker, solicitor, accountant or other independent financial adviser
authorised under the Financial Services Act 1986.

IF YOU HAVE SOLD OR TRANSFERRED all your APM shares and APM loan stock, please
send this document and the accompanying Form(s) of Acceptance and reply-paid
envelope to the purchaser or transferee or to the stockbroker, bank or other
agent through whom the sale or transfer was effected, for onward transmission to
the purchaser or transferee.

This document should be read in conjunction with the accompanying Form(s) of
Acceptance.



                              RECOMMENDED OFFERS

                                      BY

                             CITRIX SYSTEMS, INC.

                                      FOR

                                  APM LIMITED



Acceptances should be despatched as soon as possible, and in any event so as to
be received no later than 3:00 pm on 29 June 1998.

The procedure for acceptance is set out on pages 21 and 22 of this document and
in the Forms of Acceptance.

Hambrecht & Quist, which is regulated by in the United Kingdom by The Securities
and Futures Authority Limited, is acting as financial adviser to Citrix in
relation to the transactions and arrangements described in this document and as
an authorised person has approved this document as an investment advertisement
for the purposes of the Financial Services Act 1986.  Hambrecht & Quist will not
be responsible to any other person for providing the protections afforded to
clients of Hambrecht & Quist nor for providing advice in relation to the Offers.

BVA Associates Limited ("Broadview"), which is regulated in the United Kingdom
by The Securities and Futures Authority Limited, is acting for APM Limited and
no-one else in connection with the Offers and will not be responsible to anyone
other than APM for providing the protections afforded to customers of Broadview
or for providing advice in relation to the Offers.

                                      -1-

 
                                   CONTENTS



                                                                            Page
                                                                         
PART I         Definitions                                                     3
PART II        Letter from APM                                                 6
                     Recommended Offers for APM                                6
                     Agreement and Undertaking                                 6
                     Details of the Offers                                     6
                     Background to the Offers                                  7
                     Timetable                                                 7
                     Procedure for acceptance                                  7
                     Compulsory acquisition                                    8
                     APM loan stock                                            8
                     Recommendation                                            8
PART III       Letter from Citrix                                             10
                     Recommended Offers for APM                               10
                     The Offers                                               10
                     Citrix's right to receive back the Retained              
                     Consideration in certain circumstances                   12
                     Financial Data relating to APM                           14
                     Arrangements for APM Directors                           14
                     Reasons for the Offers                                   14
                     Agreement and Undertaking                                14
                     United Kingdom Taxation                                  15
                     United States Taxation                                   17
                     Conditions of the Offers                                 20
                     Expected timetable for the Offers                        21
                     Procedure for acceptance of the Offers                   21
                     Settlement                                               23
                     Further information                                      23
                                                                                
APPENDIX I     Conditions and further terms of the Offers                     24
                                                                                
APPENDIX II    Retained Consideration                                         31
               Part 1 - Retained Consideration and appointment of               
                        Depositary                                            32
               Part 2 - Citrix's right of indemnification                     32
               Part 3 - How claims are made by Citrix                         33
               Part 4 - Vendors' Representative                               34
               Part 5 - Limitations on liability                              36
                                                                                
APPENDIX III   Statements                                                     38
               Part 1 - Definitions                                           38
               Part 2 - Statements relating to the business and affairs
                        of APM                                                46
                                                                                
EXHIBIT        Selected financial data of APM for the 3 years ended 31 December
               1995, 31 December 1996 and 31 December 1997 


                                      -2-

 
                                    PART I

                                  DEFINITIONS

The following definitions apply throughout this document unless the context
requires otherwise:

 ACCEPTORS                  each APM shareholder by whom, or on whose behalf, a
                            Form of Acceptance is executed and shall include
                            those APM shareholders whose APM shares are acquired
                            by virtue of the provisions of the Articles of
                            Association of APM and each APM loan stock holder by
                            whom, or on whose behalf, a Form of Acceptance is
                            executed and each holder of APM share options by
                            whom or on whose behalf, the relevant Offer is
                            accepted;

AGREEMENT AND               the agreement and undertaking dated 8 June 1998
UNDERTAKING                 among the Non-Executive Directors, the Executive
                            Directors and Citrix, short particulars of which are
                            set out on pages 14 and 15 under the heading
                            "Agreement and Undertaking";

APM OR THE COMPANY          APM Limited (Registered No. 2300071)
 
APM DEFERRED ORDINARY       existing issued and fully paid deferred ordinary
SHARES                      shares of 1 pence each in APM and any further fully
                            paid deferred ordinary shares of 1 pence each
                            unconditionally allotted or issued by APM while the
                            Offers remain open for acceptance;
 
APM DISCLOSURE              the memorandum dated 15 June 1998 containing
MEMORANDUM                  exceptions to and qualifications of the APM
                            Statements;

APM GROUP                   APM and its subsidiaries;
 
APM LOAN STOCK              (Pounds)2,000,000 5 per cent. convertible unsecured
                            loan stock due 2007 issued by APM;
 
APM LOAN STOCK HOLDERS      holders of APM loan stock;
 
APM ORDINARY SHARES         existing issued and fully paid ordinary shares of 1
                            pence each in APM and any further fully paid
                            ordinary shares of 1 pence each unconditionally
                            allotted or issued by APM while the Offers remain
                            open for acceptance;
 
APM RESTRICTED SHARES       existing issued and fully paid restricted ordinary
                            shares of 1 pence each in APM and any further fully
                            paid restricted ordinary shares of 1 pence each
                            unconditionally allotted or issued by APM while the
                            Offers remain open for acceptance;

                                      -3-

 
APM SHARE OPTION            the APM Limited Share Option Scheme 1996;
SCHEME  

APM SHARE OPTIONS           options granted under the APM Share Option Scheme
                            which subsist and have not lapsed at the date of
                            this document;
 
APM SHAREHOLDERS            holders of APM ordinary shares, APM restricted
                            shares and APM deferred ordinary shares, as the
                            context may require;
 
APM SHARES                  APM ordinary shares, APM restricted shares and APM
                            deferred ordinary shares, as the context may
                            require;
 
APM STATEMENTS              means the statements with respect to the business
                            and affairs of APM as set out in Part 2 of Appendix
                            III of this document;
 
APM WARRANTS                warrants issued at the election of APM loan stock
                            holders upon conversion of APM loan stock conferring
                            the right to subscribe for APM ordinary shares;
 
APM WARRANT HOLDERS         holders of APM warrants;
 
BOARD                       the board of APM
 
CONSIDERATION               the aggregate of the Initial Consideration and the
                            Retained Consideration;
 
CITRIX                      Citrix Systems, Inc. whose principal place of
                            business is at 6400 NW 6th Way, Fort Lauderdale,
                            Florida, USA;
 
CITRIX SHARES               common stock, par value $.001 per share, of Citrix;
 
CLOSING                     the closing of the Offers;
 
CLOSING DATE                the date upon which the Offers become or are closed;
 
DEPOSITARY                  Taylor Joynson Garrett and Hewitson Becke + Shaw
                            acting as joint depositary under the Depositary
                            Agreement;
 
DEPOSITARY AGREEMENT        an agreement to be entered into on the Closing Date
                            among Citrix, the Vendors' Representative (as agent
                            for the Acceptors) and the Depositary, for the
                            purposes explained in Appendix II of this document;

EXECUTIVE DIRECTORS         SM Metcalf, AJ Herbert, CJ Phoenix and RJ van der
                            Linden;

FORM OF ACCEPTANCE          the appropriate form of acceptance applicable to
                            each of the Offers as detailed on page 21 under the
                            heading "Procedure for acceptance of the Offers";

                                      -4-

 
INITIAL CONSIDERATION       has the meaning ascribed to it on page 12 under the
                            heading "The Offers";
 
IRREVOCABLE UNDERTAKING     the undertaking to accept the Offers for APM shares;
 
LOAN STOCK INSTRUMENTS      the Loan Stock Instruments executed by APM on 20
                            February 1998;
 
OFFERS                      the offers by Citrix to acquire the APM ordinary
                            shares, the APM restricted shares, the APM deferred
                            ordinary shares, the APM loan stock, the APM
                            warrants and to make a payment for the surrender of
                            the APM share options contained in this document and
                            any extensions or amendments thereof, and "OFFER"
                            means any one of such offers as the context
                            requires;
 
NON-EXECUTIVE DIRECTORS     PML Frew and JE Goodman;
 
RETAINED CONSIDERATION      has the meaning ascribed to it on page 12 under the
                            heading "The Offers";
 
SIGNING DATE                means 15 June 1998;
 
STATEMENT RELATED LOSS      has the meaning ascribed to it on page 32 under the
                            heading "Citrix's rights of indemnification";
 
TAYLOR JOYNSON GARRETT      all references to Taylor Joynson Garrett are to be
                            construed as references to Taylor Joynson Garrett
                            acting as agent of Citrix;

VENDORS' REPRESENTATIVE     SM Metcalf (and his successors) acting as the
                            Vendors' Representative for the purposes set out in
                            Part 4 of Appendix II of this document.

IN THIS DOCUMENT, ALL CONVERSIONS BETWEEN US$ AND (Pounds) STERLING HAVE BEEN
MADE AT THE EXCHANGE RATE OF US$1.6407 TO (Pounds)1.00 STERLING BEING THE RATE
ON 2 JUNE 1998. PLEASE NOTE THAT CHANGES IN RATES OF EXCHANGE BETWEEN CURRENCIES
MAY CAUSE THE VALUE OF AMOUNTS REALISED FROM THE SALE OF INVESTMENTS TO DIMINISH
OR TO INCREASE.

                                      -5-

 
                                    PART II

                                  APM LIMITED
       (Registered in England and Wales with registered number 2300071)



S M Metcalf (Chairman)                                           Poseidon House
A J Herbert                                                      Castle Park
C J Phoenix                                                      Cambridge
R J van der Linden                                               CB3 0RD
J E Goodman (Non-executive)                                      United Kingdom
P M L Frew (Non-executive)


                                                                15 June 1998


To the APM shareholders, APM loan stock holders and holders of options under the
APM Share Option Scheme



Dear Sir or Madam

RECOMMENDED OFFERS FOR APM

I am pleased to be able to advise you that Citrix and APM announced on 12 June
1998 that agreement has been reached on the terms of recommended offers to be
made by Citrix for APM.  Full details of the Offers are set out in this
document.  I am now writing to explain the background to the Offers and the
reasons for the recommendation of your Board, as advised by Broadview, that you
accept the Offers.

AGREEMENT AND UNDERTAKING

Your Board, on 8 June 1998, entered into an Agreement and Undertaking with
Citrix, whereby Citrix has agreed to make the Offers, subject to receiving
Irrevocable Undertakings to accept the Offers, when made, from the holders of
more than 50 per cent. of the issued APM shares. Such Irrevocable Undertakings
have been received.

DETAILS OF THE OFFERS

The Offers, the terms of which are set out in Part III of this document, are
being made on the following basis:-

                                      -6-

 

                                                           
For each APM ordinary share                                  US$2.2902 in cash
For each APM restricted share                                US$2.2902 in cash
For each APM deferred ordinary share                         US$2.2902 in cash
For each (Pounds)1 of APM loan stock                         US$3.5234 in cash
For each (Pounds)1 of accrued interest on
the APM loan stock                                           US$3.5234 in cash
For each APM warrant                                         US$1.2237 in cash
For each APM share option                                    US$2.2738 in cash



In addition, Citrix has agreed to assume certain fees and expenses of the
transaction up to US$1.4 million. The Offers value APM at US$38.6 million. Ten
per cent. of the Consideration is to be retained for one year to satisfy any
claims made by Citrix under its indemnity, details of which can be found in
Appendix II of this document.

BACKGROUND TO THE OFFERS

In October 1997 Citrix approached APM to discuss the possibility of a business
relationship between the parties. The parties had various discussions about
licensing and distribution. In March 1998, it became apparent to the boards of
Citrix and APM that a combination of the two companies would enable them to
serve customers in the market better. The subsequent discussions between the
boards of Citrix and APM have culminated in these recommended Offers.

Citrix is a leader in system software for thin-client/server computing and the
boards of Citrix and APM believe that the businesses of Citrix and APM have a
strategic and complementary fit, which will allow the enlarged group access to
new product markets.  The acquisition of APM is intended to provide Citrix with
key technologies and products which will enable customers to obtain a broader
array of application server technologies.

TIMETABLE

The expected timetable for the Offers is as follows:


3:00 pm on 29 June 1998       Date for return of Form(s) of Acceptance.

30 June 1998                  Closing Date
 
7 July 1998                   Latest date for wiring of Initial Consideration


PROCEDURE FOR ACCEPTANCE

Your attention is drawn to the section headed "Procedure for Acceptance of the
Offers" on pages 21 and 22 of this document and the enclosed Form(s) of
Acceptance which set out the procedures for acceptance of the Offers.

                                      -7-

 
In order to accept the Offers, you should complete and return the appropriate
Form(s) of Acceptance, together with the relevant documents of title, in
accordance with the instructions printed on it/them, so as to be received as
soon as possible, but in any event no later than 3:00 pm on 29 June 1998.

COMPULSORY ACQUISITION

The Articles of Association of APM contain provisions which enable the holder or
holders of over 50 per cent. of the APM shares to require all APM shareholders
to accept a cash offer which is recommended by the Board of APM and endorsed in
writing by an appropriate institution.  Immediately following such a request,
recommendation and endorsement, that offer shall be deemed to have been accepted
by all APM shareholders and a director of APM is authorised, by the Articles of
Association of APM, to transfer the APM shares to the offeror.

Those who have given Irrevocable Undertakings to accept the Offers have stated
that if any APM shareholder has not accepted the Offers by 3:00 pm on 29 June
1998 then immediately prior to Closing they will exercise their rights as
described above following which a director of APM will execute Forms of
Acceptance regarding those APM shares in respect of which the Offers have not
been accepted.  Notwithstanding the execution of Forms of Acceptance on behalf
of those APM shareholders who have not accepted the Offers, such  APM
shareholders will not receive their share of the Consideration until their share
certificate(s), loan stock certificate(s), share option certificate(s) and/or
other documents of title have been received in accordance with the procedure set
out under the heading "Procedure for acceptance of the Offers" on pages 21 and
22 of this document.

APM LOAN STOCK

APM loan stock holders should note that this document constitutes formal notice
under condition 2.2.1 of Part One of the First Schedule to the Loan Stock
Instruments that the anticipated Conversion Date (as defined in the Loan Stock
Instruments) is 30 June 1998.  However, an APM loan stock holder, if he wishes
to accept the Offers, need take no steps to convert his APM loan stock or
exercise his APM warrants, but should instead follow the procedure for
acceptance of the Offers.  Any APM loan stock holder who does not wish to accept
the Offers should consider whether he wishes to serve a Conversion Notice (as
defined in the Loan Stock Instruments).

RECOMMENDATION

The Board of APM, which has been so advised by Broadview, considers the terms of
the Offers to be fair and reasonable. In providing advice to the Board,
Broadview has taken account of the commercial assessments of the directors of
APM. Your directors unanimously recommend APM shareholders, APM loan stock
holders and holders of APM share options to accept the Offers. Your directors
have irrevocably undertaken to accept the Offers in respect of their own
personal holdings of APM ordinary shares, APM restricted shares, APM deferred
ordinary shares, APM loan stock and accrued interest, APM warrants and APM share
options representing 24.11 per cent, of APM ordinary shares, 88.53 per cent, of
APM restricted

                                      -8-

 
shares, 26.50 per cent. of APM deferred ordinary shares, 2.94 per cent. of APM
loan stock, accrued interest and APM warrants and 36.01 per cent. of APM share
options.

Yours faithfully,

S M METCALF


CHAIRMAN

                                      -9-

 
                                   PART III

                             CITRIX SYSTEMS, INC.



6400 NW 6th Way
Fort Lauderdale
Florida, 33309
United States
                                                                    15 June 1998


To the APM shareholders, APM loan stock holders and holders of APM share
options.


Dear Sir or Madam,


RECOMMENDED OFFERS FOR APM

Citrix and APM announced on 12 June 1998 that they have reached agreement on the
terms of the Offers to be made by Citrix for APM.  This document, contains the
Offers by Citrix and should be read in conjunction with the Form(s) of
Acceptance.

Citrix has received Irrevocable Undertakings to accept the Offers from APM
shareholders holding, in aggregate:

3,445,800 APM ordinary shares representing 38.72 per cent. of the APM ordinary
shares currently in issue;

1,560,000 APM restricted shares representing 92.38 per cent. of the APM
restricted shares currently in issue; and

1,290,250 APM deferred ordinary shares representing 99.25 per cent. of the APM
deferred ordinary shares currently in issue.


THE OFFERS

Offers for APM ordinary shares, APM restricted shares and APM deferred ordinary
shares

Citrix hereby offers to acquire, on and subject to the terms and conditions set
out in this document and the Form of Acceptance, all the APM shares on the
following basis:

                                      -10-

 
     FOR EACH APM ORDINARY SHARE:                        US$2.2902 IN CASH

     FOR EACH APM RESTRICTED SHARE:                      US$2.2902 IN CASH
 
     FOR EACH APM DEFERRED ORDINARY SHARE:               US$2.2902 IN CASH


Offers for APM loan stock, accrued interest on APM loan stock and APM warrants

The APM loan stock holders are entitled to convert the whole of their APM loan
stock and accrued interest on their APM loan stock into APM ordinary shares upon
a sale of APM.  In addition, they are entitled to acquire APM warrants which
confer a right to subscribe for APM ordinary shares.  Citrix hereby offers to
acquire, on and subject to the terms and conditions set out in this document and
the Form of Acceptance, all APM loan stock, the right to interest accrued  on
the APM loan stock prior to the Closing Date and all APM warrants that would be
issued upon a conversion of the APM loan stock on the following basis:

     FOR EACH (Pounds)1.00 OF APM LOAN STOCK:                 US$3.5234 IN CASH
 
     FOR EACH (Pounds)1.00 OF ACCRUED INTEREST ON THE APM
     LOAN STOCK:                                              US$3.5234 IN CASH

     FOR EACH APM WARRANT:                                    US$1.2237 IN CASH
     (less the purchase price of (Pounds)0.65 (US$1.0665)
     per APM warrant)

The Offer for APM warrants has been reduced by the purchase price of
(Pounds)0.65 (US$1.0665) per APM warrant.

In accordance with the Loan Stock Instruments, any APM loan stock that is not
sold pursuant to the Offers or converted prior to the Closing will be redeemed
at par, together with accrued interest on such loan stock, immediately following
the Closing Date.

Offers for APM share options

The holders of APM share options are entitled to exercise their vested options
upon a sale of APM.  However, Citrix hereby makes an offer, on and subject to
the terms and conditions set out in this document and the Form of Acceptance, to
pay to the holders of all APM share options, both vested and unvested, the
following amounts, in consideration of the surrender of those APM share options:

     FOR EACH APM SHARE OPTION:                               US$2.2738 IN CASH
     (less the exercise price of (Pounds)0.01 (US$0.0164)
     per APM share option)

                                      -11-

 
The attention of holders of APM share options is drawn to the sections headed
"United Kingdom Taxation" and "United States Taxation".  If an Offer for APM
share options is accepted the holder will be subject to an income tax charge on
the sums paid for the surrender of those APM share options.  APM Group will be
responsible for accounting to the Inland Revenue or Internal Revenue Service (as
the case may be) in respect of that income tax charge on behalf of that holder.
Accordingly, Citrix will retain from the amount to be paid for the surrender of
APM share options to a holder of APM share options, an amount to cover such
liability so that APM Group can be placed in funds to meet its obligations.

THE OFFERS WILL NOT BE INCREASED.  ACCEPTANCES OF THE OFFERS SHOULD BE RECEIVED
BY NO LATER THAN 3:00PM ON 29 JUNE 1998.

The Offers value APM at US$38.6 million.  In addition, Citrix has agreed to
assume certain fees and expenses of the transaction up to US$1.4 million.

The APM shares, APM loan stock and APM warrants will be acquired and the APM
share options will be surrendered free of all liens, charges, equities,
encumbrances, rights of pre-emption and any other third party rights of any
nature and together with all rights attaching thereto at the date of the Offers
or thereafter, including the right to all dividends and other distributions
hereafter declared, paid or made.

Each Acceptor will receive cash representing 90 per cent. of the Consideration
("Initial Consideration") to which he is entitled following the Closing Date;
the balance of 10 per cent. of such entitlement to the Consideration ("Retained
Consideration") to which he is entitled will be transferred on his behalf to the
Depositary (under the terms of the Depositary Agreement, the principal terms of
which are set out in Part 1 of Appendix II of this document), for the purposes
described below under the heading "Citrix's right to receive back the Retained
Consideration in certain circumstances".  All interest accruing on the Retained
Consideration will be paid to the Acceptors or Citrix, as the case may be,
whenever an amount of the principal is paid.


CITRIX'S RIGHT TO RECEIVE BACK THE RETAINED CONSIDERATION IN CERTAIN
CIRCUMSTANCES

The right of the Acceptors to receive their proportion of the whole or any part
of the Retained Consideration is subject to the right of Citrix to receive back
that consideration in satisfaction of any valid claim which Citrix may have
under the indemnity to be given by each Acceptor to Citrix in accordance with
the provisions set out in Part 2 of Appendix II of this document.

These indemnity provisions could apply if certain statements relating to the
business and affairs of APM prove not to be true as at 15 June 1998 and/or as at
the Closing Date.  These APM Statements are set out in Part 2 of Appendix III of
this document.

You will note that the APM Statements are expressed to be subject to the APM
Disclosure Memorandum which contains exceptions to and qualifications of the APM
Statements.  Accordingly, Citrix will not be able to make a claim against
Acceptors for indemnification under Part 2 of Appendix II of this document if
the relevant matter was disclosed to Citrix in

                                      -12-

 
the APM Disclosure Memorandum or in the documents which are listed in the
schedule to the APM Disclosure Memorandum. The Acceptors' liability is also
limited by Part 5 of Appendix II of this document.

You should also note that the Executive Directors have undertaken in the
Agreement and Undertaking to inform Citrix until the Closing Date of matters
which would have rendered any of the APM Statements which are made as at the
Closing Date untrue in any material respect if known on 15 June 1998.  In
addition, APM will have to deliver a supplement to the APM Disclosure Memorandum
on the Closing Date containing further information, if any, which was not
disclosed in the APM Disclosure Memorandum and which constitutes exceptions to
the APM Statements.  If the Offers are closed Citrix may be entitled to make a
claim under Part 2 of Appendix II of this document if Citrix can prove that a
relevant APM Statement was untrue on 15 June 1998 and/or on the Closing Date or
if the matters disclosed to Citrix on an ongoing basis or as contained in the
supplement to the APM Disclosure Memorandum show that a relevant APM Statement
was untrue on 15 June 1998 and/or on the Closing Date (and in each case the
Citrix or the APM Group thereby suffered loss or damage).

Any Retained Consideration which is not needed to satisfy any claims or pending
claims of Citrix under the indemnity provisions relating to the APM Statements
will be released to Acceptors by the Depositary on the first anniversary of the
Closing Date.  The rules governing the release of the Retained Consideration
under the Depositary Agreement are more fully described in Part 3 of Appendix II
of this document.

Acceptors should note that if Citrix were to make a claim or claims under the
indemnity this could result in the whole or part (depending on the amount of the
claim) of the Retained Consideration being held by the Depositary following the
first anniversary of the Closing Date pending resolution of the claim.

SUCCESSFUL CLAIMS BY CITRIX UNDER THE INDEMNITY COULD RESULT IN ALL OF THE
RETAINED CONSIDERATION BEING RETURNED TO CITRIX BY THE DEPOSITARY AND THEREFORE
NOT BEING DISTRIBUTED TO ACCEPTORS.

To facilitate the handling of the arrangements relating to the Retained
Consideration and any claims in relation to the indemnities, Acceptors, by
executing the Form(s) of Acceptance, thereby agree to appoint Scott Metcalf, the
present chairman of APM, as the Vendors' Representative to act on behalf of the
Acceptors.  The Vendors' Representative is entitled to obtain funding from the
Retained Consideration for (i) reasonable professional fees and expenses and
(ii) certain fees and out of pocket expenses incurred by him.  Accordingly, the
amount of Retained Consideration will be diminished in the event that the
Vendors' Representative requires such funding in order to deal with a claim by
Citrix.  Full details of the operation of the Depositary Agreement, the
functions and powers of the Vendors' Representative and the delivery of the
Retained Consideration are set out in Appendix II of this document.

                                      -13-

 
FINANCIAL DATA ON APM

A summary of selected financial data of APM for the three years ended 31
December 1995, 31 December 1996 and 31 December 1997 is attached to this
DOCUMENT AS AN EXHIBIT  AND INCORPORATED BY REFERENCE HEREIN.

ARRANGEMENTS FOR APM DIRECTORS

Citrix has entered into employment contracts with A J Herbert, C J Phoenix and R
J van der Linden, all executive directors of APM, to be effective upon the
Closing Date. Citrix has also entered into a 6 month consulting agreement with S
M Metcalf, an executive director of APM, to be effective one month after the
Closing Date. These employment and consulting agreements provide for the payment
of compensation which is substantially the same as current arrangements. The
Executive Directors have also agreed with Citrix to certain non-competition and
non-solicitation of employees and customers restrictions for a period of two
years after the Closing Date with respect to the business of APM as at the
Closing Date, and for a period of six months after termination of the employment
or consulting arrangements with respect to the business of APM and Citrix as at
the date of termination. In addition, A J Herbert and C J Phoenix have agreed
with Citrix not to transfer encumber or dispose of certain portions of the
Initial Consideration they receive under the Offers for a period of up to 18
months after the Closing Date.

A J Herbert, S M Metcalf, R J van der Linden, J E Goodman and P M L Frew will
resign as directors of APM as of the Closing Date and Citrix will appoint J
Felcyn, Vice President-Finance and Administration, Chief Financial Officer and
Treasurer of Citrix, and M Boisseau, Controller of Citrix, to serve as directors
of APM along with C J Phoenix.

REASONS FOR THE OFFERS

Citrix is a leader in system software for thin-client/server computing.  APM has
developed technical expertise in the secure deployment of Java applications.
Citrix is making the Offers to acquire all of the APM shares, APM loan stock and
APM warrants and making a payment for surrender of the APM share options as it
believes that, from the combination of the two companies' people, technology and
products, will emerge a strong, global thin-client server computing group.

Citrix believes that the businesses of Citrix and APM have a strategic and
complementary fit which will allow the enlarged group access to new product
markets.  The acquisition of APM is intended to provide Citrix with key
technologies and products that will enable customers to obtain a broader array
of application server technologies.

AGREEMENT AND UNDERTAKING

On 8 June 1998, the Non-Executive Directors, the Executive Directors and Citrix
entered into the Agreement and Undertaking under the terms of which the Non-
Executive Directors and the Executive Directors have given certain undertakings
to Citrix in respect of the conduct of the business of APM up to the Closing
Date.  It is a condition of the Offers that there is no

                                      -14-

 
material breach of such undertakings prior to or at the Closing Date. The
Agreement and Undertaking also specifies the parties' obligations upon the
Offers being declared unconditional.

UNITED KINGDOM TAXATION

THE COMMENTS SET OUT BELOW ARE INTENDED AS A GENERAL GUIDE TO THE CAPITAL GAINS
TAX AND, WHERE RELEVANT, INCOME TAX POSITION UNDER CURRENT UNITED KINGDOM LAW
AND INLAND REVENUE PRACTICE OF ACCEPTORS WHO ARE RESIDENT OR ORDINARILY RESIDENT
IN THE UNITED KINGDOM AND WHO, IN THE CASE OF APM SHAREHOLDERS, HOLD THEIR APM
SHARES AS AN INVESTMENT.  THE COMMENTS RELATE ONLY TO CERTAIN ASPECTS OF THE
TAXATION TREATMENT OF THE OFFERS AND EACH ACCEPTOR IS STRONGLY RECOMMENDED TO
CONSULT WITH THEIR INDEPENDENT PROFESSIONAL ADVISERS WITH A VIEW TO CONFIRMING
THEIR TAX POSITION IN THE LIGHT OF THEIR OWN INDIVIDUAL CIRCUMSTANCES.

TAXATION OF CAPITAL GAINS

APM shareholders

Liability to United Kingdom taxation in respect of capital gains on acceptance
of the Offers, if the Offers become wholly unconditional, will depend upon the
individual circumstances of APM shareholders.

APM shareholders will be treated as making a disposal of their shares for the
purposes of United Kingdom taxation of capital gains on accepting the Offers for
the Consideration. Any capital gain accruing on the disposal will be taxed at
the APM shareholder's appropriate marginal rate of tax.

APM loan stock holders

The following comments are made on the assumption that loan stock held by APM
loan stock holders does not, and will not, fall to be treated for the purposes
of United Kingdom taxation as a relevant discounted security which would, or
could, have the effect of requiring a conversion or of the loan stock to be
treated as a disposal on income account and as not within the capital gains tax
regime.

APM loan stock holders who transfer their APM loan stock to Citrix on accepting
the Offers for the Consideration will be treated as making a disposal of the APM
loan stock for the purposes of United Kingdom taxation of capital gains. Any
capital gain accruing on the disposal will be taxed at the APM loan stock
holder's appropriate marginal rate of tax.

APM loan stock holders who elect to convert their loan stock into APM ordinary
shares instead of accepting the Offer should not by reason of that conversion be
treated as having made a disposal of the APM loan stock for the purposes of
United Kingdom taxation of capital gains. However, APM loan stock holders who
convert their loan stock into APM ordinary shares will

                                      -15-

 
also become entitled to subscribe for additional APM ordinary shares under the
APM warrants and should, therefore, seek independent professional advice as to
the potential United Kingdom capital gains tax consequences of the issue of
these warrants.

APM ordinary shares acquired following conversion of the loan stock, or acquired
following subscription for APM ordinary shares under the APM warrants, and which
are then transferred to Citrix for the Consideration will be treated as the
subject of a disposal for the purposes of United Kingdom taxation of capital
gains on the same basis and principles as set out above for existing APM
shareholders.

An APM loan stock holder who neither accepts the Offers nor converts his loan
stock whose loan stock is redeemed by APM at par, together with payment of
accrued interest, will be treated as having made a disposal of the loan stock on
its redemption for the purposes of United Kingdom taxation of capital gains but
no capital gain should accrue.

INCOME TAX

APM loan stock holders

Interest which has accrued in respect of the APM loan stock and which has not
been paid since the date of its issue will be treated as received for income tax
or corporation tax purposes by each APM loan stock holder on or before the
conversion, transfer or redemption of the relevant loan stock.

APM Share Option Scheme

Holders of APM share options will be liable to an income tax charge, under
Schedule E, in respect of the Consideration received or receivable for the
surrender of their options. It is expected that any income tax charge arising in
respect of the surrender of the options will be required to be accounted for to
the Inland Revenue by APM under PAYE on behalf of the option holder following
the end of the income tax month in which the release or surrender of the share
option occurs.

Although the position is not entirely clear from doubt, it is not expected that
the surrender by a holder of APM share options would give rise to a liability to
the Class I National Insurance Contribution.

RETAINED CONSIDERATION

Acceptors are likely to be treated as in receipt of taxable income in respect of
interest arising as a result of the placing on deposit of the Retained
Consideration.  Acceptors should seek independent professional advice as to when
such interest will be treated as received for United Kingdom income tax or
corporation tax purposes and any United Kingdom withholding tax implications on
the payment of such interest.

                                      -16-

 
STAMP DUTY AND STAMP DUTY RESERVE TAX ("SDRT")

No stamp duty or SDRT should be payable by Acceptors as a result of accepting
the Offers.


US TAXATION

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS APPLICABLE TO UNITED
STATES PERSONS

The following is a general discussion of the principal United States federal
income tax considerations that may be applicable to (i) APM shareholders who are
"United States Persons" (each such APM shareholder, a "US shareholder") who
surrender their APM shares for Consideration pursuant to the Offers, (ii) APM
loan stock holders who are "United States Persons" who surrender their APM loan
stock for Consideration pursuant to the Offers (each such holder a "US APM loan
stock holder"), and (iii) holders of APM share options granted under the APM
Share Option Scheme who are "United States Persons" and who surrender their APM
share options for Consideration pursuant to the Offers (each such holder, a "US
option holder"), (US shareholders, US APM loan stock holders and US option
holders, collectively, "US holders".)  For purposes of this discussion, the term
"United States Person" has the meaning set forth in Section 7701(a)(30) of the
United States Internal Revenue Code of 1986, as amended (the "Code"), and
includes (i) a citizen or resident of the United States, (ii) a partnership or
corporation created or organized under the laws of the United States, (iii) any
estate (other than a foreign estate within the meaning of Section 7701(a)(31) of
the Code) or (iv) any trust if (A) a court within the United States is able to
exercise primary supervision over the administration of the trust and (B) one or
more United States persons have the authority to control all substantial
decisions of the trust.

This discussion does not address United States federal income tax considerations
that may be relevant to certain APM shareholders, APM loan stock holders or
holders of APM share options in light of their particular circumstances (for
example, individuals who receive their APM shares in connection with the
performance of services, foreign corporations, individuals who are not citizens
or residents of the United States for federal income tax purposes, US holders
who are dealers in securities, US holders who do not use the cash receipts and
disbursements method of accounting or US holders who do not hold their APM
shares as capital assets).  This discussion also assumes that APM is not, and
has never been, (i) a "passive foreign investment company" within the meaning of
Section 1297 of the Code, (ii) a "foreign personal holding company" within the
meaning of Section 553 of the Code, or (iii) a "controlled foreign corporation"
within the meaning of Section 957 of the Code.  Although it has also been
assumed that APM is not and has not ever been a "collapsible corporation", the
matter is uncertain.  If, in fact, APM is or has ever been a "collapsible
corporation", then the US federal income tax consequences to US holders may be
different than as described in this discussion and income that would have been
capital gain may, in fact, be ordinary income.  In addition, the following
discussion assumes that APM is and has always been properly classified for
United States federal income tax purposes as an association taxable as a
corporation rather than a partnership, that the APM shares represent equity
rather than debt for United States federal income tax purposes, that the APM
loan stock represents debt rather than equity for United States federal income
tax purposes, that the US APM loan stock holders acquired their

                                      -17-

 
APM loan stock from APM at original issue and that no declaration of accrued and
unpaid dividends on the APM shares has been made.
 
The discussion, insofar as it relates to US option holders, assumes that all of
such holders received their options in connection with the performance of
services for APM and that such services were performed in the United States.
The discussion does not address the foreign earned income provisions of Section
911 of the Code, the foreign tax credit provisions of Subpart A of Part III of
Subchapter N of the Code, or any provisions of the Convention between the
Government of the United States of America and the Government of the United
Kingdom of Great Britain and Northern Ireland for the Avoidance of Double
Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income
and Capital Gains.

The discussion addresses only the principal United States federal income tax
consequences that may be applicable to (i) US shareholders of the surrender of
APM shares for Consideration, (ii) US APM loan stock holders of the surrender of
APM loan stock for Consideration, and (iii) US option holders of the surrender
of APM share options for Consideration, and does not address any tax
consequences of other transactions or events (whether or not any such
transactions or events are undertaken in connection with such exchange),
including but not limited to the tax treatment of indemnification payments,
whether pursuant to the Depositary Agreement or otherwise, that may occur in
connection with the Offers. Further, no non-US, state or local tax
considerations are addressed herein.

The discussion is based upon the provisions of the Code, regulations, rulings
and judicial decisions now in effect, all of which are subject to change.  No
ruling from the United States Internal Revenue Service (the "IRS") has been
requested or will be sought, and there can be no assurance that the IRS will
take the same view of the tax consequences described below.

THE FOLLOWING IS A GENERAL SUMMARY ONLY AND DOES NOT ADDRESS EVERY SITUATION
APPLICABLE TO EACH PARTICULAR US HOLDER.  US HOLDERS ARE URGED TO CONSULT THEIR
OWN TAX ADVISERS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE TRANSACTIONS
DESCRIBED IN THE OFFERS, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL AND
NON-US TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN SUCH TAX LAWS.

The surrender of APM shares, APM loan stock and APM share options for
Consideration pursuant to the Offers will not constitute a reorganisation within
the meaning of Section 368(a) of the Code.  Instead, the surrender of APM
shares, APM loan stock and APM share options for Consideration is intended to be
a taxable transaction for United States federal income tax purposes.

US shareholders

Upon the surrender of APM shares for Consideration pursuant to the Offers each
US shareholder will recognise capital gain or loss equal to the difference
between (i) the Consideration received pursuant to the Offers and (ii) such US
shareholder's tax basis in the APM shares surrendered; and depending on the
holding period of the APM shares surrendered by such US shareholders, any
capital gain recognised on such surrender may be taxable at

                                      -18-

 
preferential tax rates. US Shareholders are advised to consult their tax
advisers as to the application of such rates.

US APM loan stock holders

Assuming that the APM loan stock constitutes debt rather than equity for US
federal income tax purposes and that the US APM loan stock holders acquired
their APM loan stock from APM at original issue, the following tax consequences
should generally result upon the surrender of APM loan stock for Consideration
pursuant to the Offers:
 
     (a)  each APM loan stock holder will recognise ordinary income equal to the
          amount of interest which is accrued on the APM loan stock as of the
          date of the exchange; and

     (b)  each APM loan stock holder will recognise short-term capital gain or
          loss equal to the difference between (i) the Consideration received
          and (ii) such APM loan stock holder's tax basis in his, her or its APM
          loan stock surrendered plus the amount of interest income recognised
          by such holder upon surrender of the APM loan stock.

Although Citrix believes that the APM loan stock is more likely to constitute
debt rather than equity for US federal income tax purposes, if the APM loan
stock were to constitute equity the tax consequences to US APM loan stock
holders upon the surrender of APM loan stock for Consideration pursuant to the
Offers would be different and could be more favourable

If either (i) a US APM loan stock holder elects to convert such holder's loan
stock into APM ordinary shares or (ii) a US APM loan stock holder's loan stock
is redeemed by APM, then the US federal income tax consequences to such holder
upon such conversion or redemption (as the case may be) may be different than as
described above.

US option holders

Upon the receipt of Consideration by a US option holder upon the surrender of
such holder's APM share options pursuant to the Offers, a US option holder will
recognise ordinary income in the nature of compensation equal to the amount of
Consideration received.  Such ordinary income will be subject to United States
withholding taxes.

In general, any gain or loss recognised by a US holder upon the conversion of
Pounds Sterling into United States dollars will be ordinary income or loss.

THE RETAINED CONSIDERATION

With regard to the Retained Consideration, it is not clear whether US
shareholders, US APM loan stock holders and US option holders will be treated as
having received the Retained Consideration on the closing of the transactions
contemplated by the Offers or upon actual distribution of the Retained
Consideration to such holders.  If the Retained Consideration is treated as
having been received by such holders on the closing of the transactions
contemplated by the Offers, the entire amount of gain or ordinary income
realised by such holder may be

                                      -19-

 
included as gross income for the taxable year of such transactions. In the event
that such holder loses his, her or its right to receive part or all of the
Retained Consideration pursuant to the Offers and the Depositary Agreement, such
holder may be entitled to a loss (which in general should have the same
character as the gain, loss or ordinary income recognised on the transactions
set forth in the Offers), in the taxable year in which it is determined that
such holder is not entitled to receive such Retained Consideration.
Alternatively, in the case of a US shareholder or a US APM loan stock holder,
such holder may be entitled to report gain attributable to the Retained
Consideration on the instalment method, unless such holder elects out of such
treatment. Under the instalment method, a US shareholder or US APM loan stock
holder may be treated as having received the Retained Consideration when such
amount is released from the Depositary. Any gain will be recognised in the year
(or years) during which the Retained Consideration is released from the
Depositary. If and when all or a portion of the Retained Consideration is
released from the Depositary, it will be released together with the actual net
interest, if any, earned thereon by the Depositary. A US holder will recognise
ordinary interest income at the time of such release equal to the amount of such
interest received. Citrix expects that the interest actually earned by the
Depositary on the Retained Consideration will be sufficient to avoid imputation
of interest under the instalment sale rules.

BACKUP WITHHOLDING

Payments made to a US shareholder or a US APM loan stock holder (other than
payments which represent accrued interest) pursuant to the surrender of APM
shares for Consideration may be subject to United States "backup withholding"
tax of 31 per cent. unless such US shareholder or US APM loan stock holder
complies with certain identification requirements. Any withheld amounts
generally should be allowed as a credit against such holder's United States
federal income tax liability if a timely federal income tax return is filed. To
avoid backup withholding, each such holder must complete a Form W-9. On that
form, such holder must provide his, her or its correct taxpayer identification
number and certify under penalties of perjury that such number is correct and
that such holder is not subject to backup withholding.


CONDITIONS OF THE OFFERS

The Offers are subject to a number of conditions imposed by Citrix and these are
set out in full in Appendix I of this document.  These conditions must be
fulfilled or waived by Citrix before the Acceptors will be entitled to receive
any Consideration.  UNLESS AGREED OTHERWISE BY CITRIX THE FINAL DATE FOR
SATISFACTION OR WAIVER OF THESE CONDITIONS IS THE CLOSING DATE.

The principal conditions of the Offers are as follows:-

 .    None of the relevant APM Statements being untrue at the Closing Date such
     that the circumstances giving rise to the APM Statements being untrue would
     have a material adverse effect on the APM Group.

 .    There being no material breach by the Executive Directors or the Non-
     Executive Directors of any of their obligations under the Agreement and
     Undertaking.

                                      -20-

 
EXPECTED TIMETABLE FOR THE OFFERS

3:00 pm on 29 June   Date for return of Form(s) of Acceptance.
1998
 
30 June 1998         Closing Date
 
By 7 July 1998       Latest date for wiring of Initial Consideration to
                     Acceptors.
 
30 June 1999         Final date for claims by Citrix against the Retained
                     Consideration in respect of Statement Related Loss.

PROCEDURE FOR ACCEPTANCE OF THE OFFERS

To accept the Offer for the APM ordinary shares you must complete Boxes 1, 5, 6
and sign Box 4 on the enclosed white Form of Acceptance in the presence of a
witness, who should also sign in accordance with the instructions printed
thereon.

To accept the Offer for the APM restricted shares you must complete Boxes 2, 5,
6 and sign Box 4 on the enclosed white Form of Acceptance in the presence of a
witness, who should also sign in accordance with the instructions printed
thereon.

To accept the Offer for the APM deferred ordinary shares you must complete Boxes
3 and 5, 6 and sign Box 4 on the enclosed white Form of Acceptance in the
presence of a witness, who should also sign in accordance with the instructions
printed thereon.

To accept the Offer for the APM loan stock, accrued interest on the APM loan
stock and APM warrants you must complete Boxes 1, 2, 3, 5, 6 and sign Box 4 on
the enclosed blue Form of Acceptance in the presence of a witness, who should
also sign in accordance with the instructions printed thereon.

To accept the Offer to surrender the APM share options you must complete Boxes
1, 3, 4 and sign Box 2 on the enclosed yellow Form of Acceptance in the presence
of a witness, who should also sign in accordance with the instructions printed
thereon.

Return Form(s) of Acceptance

The completed, signed and witnessed Form(s) of Acceptance together with the
share certificate(s), the loan stock certificate(s), share option certificate(s)
and/or other document(s) of title, should be returned by post or by hand to
Taylor Joynson Garrett, ref SXW/CSI5-4, Carmelite, 50 Victoria Embankment,
Blackfriars, London, EC4Y 0DX as soon as possible, but in any event so as to be
received not later than 3:00 pm on 29 June 1998.  In view of possible postal
delays and to ensure arrival of Form(s) of Acceptance before 3:00 pm on 29 June
1998,  Acceptors' are urged to return Form(s) of Acceptance and all accompanying
documents as early as possible.  A reply-paid envelope is enclosed for your
convenience.  No acknowledgement of receipt of documents will be given.

                                      -21-

 
If you are in any doubt as to the procedure for acceptance, please contact Simon
Walker at the above address or on 0171 353 1234.

Certificates not readily available or lost

Even if your share certificate(s), loan stock certificate(s), share option
certificate(s) and/or other document(s) of title is/are not readily available or
is/are lost, the Form(s) of Acceptance should nevertheless be completed, signed
and returned to Taylor Joynson Garrett at the above address so as to arrive not
later than 3:00 pm on 29 June 1998, together with any share certificate(s), loan
stock certificate(s), share option certificate(s), and/or other document(s) of
title that you have available, accompanied by a letter stating that the balance
will follow or that you have lost one or more of your share certificate(s), loan
stock certificate(s), share option certificate(s), and/or other document(s) of
title.  You should then arrange for the relevant share certificate(s), loan
stock certificate(s), share option certificate(s), and/or other document(s) of
title to be forwarded as soon as possible thereafter.

If you have lost your share certificate(s), loan stock certificate(s), share
option certificate(s), and/or other document(s) of title you should then write
to Taylor Joynson Garrett, Ref SXW/CSI5-4, Carmelite, 50 Victoria Embankment,
Blackfriars, London, EC4Y 0DX, or telephone Simon Walker on 0171 353 1234 for a
letter of indemnity for lost share certificate(s), loan stock certificate, share
option certificate(s) and/or other document(s) of title which, when completed,
should be sent to Taylor Joynson Garrett at their address as shown above.

Validity of acceptances

AN ACCEPTANCE OF THE OFFERS WILL NOT BE VALID UNLESS THE FORM(S) OF ACCEPTANCE
CORRECTLY COMPLETED IN ALL RESPECTS, TOGETHER WITH THE RELEVANT SHARE
CERTIFICATE(S), LOAN STOCK CERTIFICATE(S), SHARE OPTION CERTIFICATE(S) AND/OR
OTHER DOCUMENT(S) OF TITLE, ARE RECEIVED BY 3:00 PM ON 29 JUNE 1998.

Without prejudice to the preceding paragraph and to Appendix I of this document,
Citrix reserves the right to treat as valid any acceptance of the Offers which
is not entirely in order or which is not accompanied by the relevant share
certificate(s), loan stock certificate(s), share option certificate(s) and/or
other document(s) of title.  In that event, no payment of Consideration will be
made until the relevant share certificate(s), loan stock certificate(s), share
option certificate(s) and/or other document(s) of title or indemnities
satisfactory to Citrix have been received.

SETTLEMENT

Within 7 days of the Closing Date or within 14 days after receipt of a valid and
completed acceptance, whichever is the later, Citrix will wire to Acceptors the
Initial Consideration to which they are entitled together with certificates of
entitlement evidencing their ownership of the Retained Consideration, subject to
Citrix's rights as set out in this document.

Within 7 days of the Closing Date, Citrix will wire to the Depositary the
Retained Consideration.  Acceptors will be sent cheques in respect of their
entitlement, if any, to the

                                      -22-

 
Retained Consideration, immediately following the first anniversary of the
Closing Date or, if later, the resolution of any disputed Citrix claims.

All amounts will be remitted to Acceptors in US dollars and Citrix will not be
responsible for any losses arising from fluctuations in the exchange rates. All
documents and remittances sent by or to Acceptors or their appointed agents will
be sent at such Acceptors' own risk.  If the Offers  are not closed, the Form(s)
of Acceptance, share certificate(s), loan stock certificate(s), share option
certificate(s) and/or other document(s) of title will be returned by post within
14 days of the Offers lapsing or being withdrawn to the person or agent whose
name and address is set out in the appropriate Box on the Form(s) of Acceptance
or, if none is set out, to the first named Acceptor at his/her registered
address.

FURTHER INFORMATION

Your attention is drawn to the additional information contained in the following
Appendices:

APPENDIX I               Conditions and Further Terms of the Offers

APPENDIX II              Retained Consideration and remedy for breach of APM 
                         Statements

APPENDIX III             Statements relating to APM
 


Yours faithfully,

Mark B Templeton


President

                                      -23-

 
                                  APPENDIX I
                  CONDITIONS AND FURTHER TERMS OF THE OFFERS


PART 1 - CONDITIONS OF THE OFFERS

The Offers are subject to the following conditions and each Offer is conditional
upon all of the Offers becoming or being declared unconditional in all respects
simultaneously:

1.   No proceedings challenging the Offers or seeking to prohibit, alter,
     prevent or materially delay the Closing Date shall have been instituted by
     any person before any court, arbiter or governmental body, agency or
     official and be pending.

2.   No court, arbiter or governmental body, agency or official shall have
     issued any order, and there shall not be any statute, rule or regulation,
     restraining the effective operation by Citrix of the business of APM or its
     subsidiaries after the Closing Date, and no proceedings challenging the
     Agreement and Undertaking, the Offers or the transactions contemplated
     thereby or seeking to prohibit, alter, prevent or materially delay the
     Closing Date shall have been instituted by any person before any court,
     arbiter or governmental body, agency or official or be pending.

3.

          (a)  The Executive Directors and the Non-Executive Directors shall
               have performed, in all material respects, all of their
               obligations under the Agreement and Undertaking required to be
               performed on or prior to the Closing Date.

          (b)  The APM Statements set out in Part 2 of Appendix III,
               disregarding all exceptions and qualifications contained therein
               relating to materiality, and disregarding all references to the
               Signing Date shall be true on 15 June 1998 and/or as at the
               Closing Date, as if made at and as at such date with only such
               exceptions as would not in the aggregate reasonably be expected
               to have a Material Adverse Effect (as agreed between Citrix and
               the Executive Directors).

          (c)  Citrix shall have received a certificate signed by the Executive
               Directors to the effect set out in sub-paragraphs (a) and (b) of
               this condition 3.

4.   Citrix shall have received all other documents to be provided to it on the
     Closing Date pursuant to the Agreement and Undertaking.

Citrix reserves the right to waive all or any of the conditions above, in whole
or in part.

                                      -24-

 
PART 2 - FURTHER TERMS OF THE OFFERS

Each of the Offers is a separate Offer. The following further terms apply, where
the context permits, to each of the Offers. Each of the Offers and any extension
thereof is referred to in this Part 2 as the "Offer". Except where the context
otherwise requires, references in this Part 2 and in the Form(s) of Acceptance
to the Offer becoming unconditional includes references to the Offer being
declared unconditional. References in this Part 2 to "APM shareholders" shall be
construed as a reference to holders of (i) APM ordinary shares, and/or (ii) APM
restricted shares, and/or (iii) APM deferred ordinary shares, and/or (iv) APM
loan stock, and/or (v) APM warrants, and/or (vi) APM share options as
appropriate, and references to "APM shares" shall be construed as a reference to
(i) APM ordinary shares, and/or (ii) APM restricted shares, and/or (iii) APM
deferred ordinary shares, and/or (iv) APM loan stock, and/or (v) APM warrants,
and/or (vi) APM share options as appropriate.

1.   ACCEPTANCE PERIOD

          (a)  The Offer will remain open for acceptance at least until 3:00 pm
               on 29 June 1998.

          (b)  In the event of the Agreement and Undertaking terminating, Citrix
               may withdraw the Offers by notice in writing to all APM
               shareholders.

          (c)  Citrix reserves the right to treat as valid, in whole or in part,
               acceptances of the Offer which are not entirely in order or which
               are not accompanied by the relevant share certificate(s), loan
               stock certificate(s), share option certificate(s) and/or other
               document(s) of title.

2.   ANNOUNCEMENTS

     In this Appendix, references to the making of an announcement by Citrix
     shall mean the posting of a letter to APM shareholders and may include the
     release of an announcement by or on behalf of Citrix to the press.

3.   GENERAL

          (a)  The Offer will lapse unless all the conditions have been
               fulfilled or (if capable of waiver) waived by midnight on 1
               August 1998. In the event of the Offer lapsing, the Offer will
               cease to be capable of further acceptance and Citrix and APM
               shareholders will cease to be bound by prior acceptances of the
               Offer.

          (b)  If, before the Closing Date, the Offer is referred to the
               Monopolies and Mergers Commission, the Offer will lapse.

          (c)  The expression "Offer Period", when used in this document means,
               in relation to the Offer, the period commencing on 15 June 1998
               and 

                                      -25-

 
               ending on the latest of (i) 3:00 pm on 29 June 1998; (ii) the
               date on which the Offer lapses; and (iii) the Closing Date.

          (d)  Settlement of the consideration to which any APM shareholder is
               entitled under the Offer will be implemented in full in
               accordance with the terms of the Offer without regard to any
               lien, right of set-off, counterclaim or other analogous right to
               which Citrix may otherwise be, or claim to be, entitled as
               against such shareholder and will be posted within 7 days of the
               Closing Date or, if later, within 14 days of the date of receipt
               of a valid and complete Form of Acceptance.

          (e)  The Offer is made at 3:00 pm on 15 June 1998 and is capable of
               acceptance from that time; Forms of Acceptance are available at
               the offices of Taylor Joynson Garrett at the address stated in
               this document, from that time. The Offer is being made only by
               means of this document.

          (f)  The terms, instructions, authorities and provisions contained in,
               or deemed to be incorporated in, the Form of Acceptance
               constitute part of the terms of the Offer. Words and expressions
               defined in this document have the same meanings when used in the
               Form of Acceptance.

          (g)  The Offer and all acceptances thereof and all elections pursuant
               thereto and the Form of Acceptance shall be governed by, and
               construed in accordance with, the laws of England.

          (h)  Any accidental omission to despatch this document or any notice
               required to be despatched under the terms of the Offer to, or any
               failure to receive the same by, any persons to whom the Offer is
               made, or should be made, shall not invalidate the Offer in any
               way.

          (i)  If the Offer does not become unconditional in all respects, the
               Form of Acceptance, share certificate(s), loan stock
               certificate(s), share option certificate(s) and/or other
               document(s) of title will be returned by post within 14 days of
               the Offer lapsing, at the risk of the person entitled thereto, to
               the person or agent whose name and address is set out in the
               relevant place on the Form of Acceptance or, if none is set out,
               to the first-named holder at his/its registered address.

          (j)  All powers of attorney and authorities in the terms conferred by,
               or referred to in, this Appendix or in the Irrevocable
               Undertaking or in the Form of Acceptance are given to enable the
               performance of the obligations of the APM shareholder concerned
               under the Offer and are irrevocable.

          (k)  No acknowledgement of receipt of any Form of Acceptance, share
               certificate(s), loan stock certificate(s), share option
               certificate(s) and/or other document(s) of title will be given.

                                      -26-

 
          (l)  Citrix reserves the right to treat acceptances of the Offer as
               valid if received by or on its behalf at any place or places
               determined by it otherwise than as set out herein or in the Form
               of Acceptance.

          (m)  All communications, notices, certificates, documents of title and
               remittances to be delivered by, or sent to or from, any APM
               shareholder will be delivered by, or sent to or from, them (or
               their designated agents) at their own risk.

          (n)  All amounts will be remitted to Acceptors in US dollars and
               Citrix will not be responsible for any losses arising from
               fluctuations in the exchanges rates.

          (o)  All references in this document and in the Form of Acceptance to
               29 June 1998 shall, except where the context otherwise requires,
               be deemed, if the expiry date of the Offer be extended by Citrix,
               to refer to the expiry of the Offer as so extended.

PART 3 - FORM OF ACCEPTANCE

Each Acceptor irrevocably undertakes, represents, warrants and agrees to and
with Citrix (so as to bind him, his personal representatives, heirs, successors
and assignees) to the effect that:

1.   the execution of the Form of Acceptance shall constitute acceptance of the
     Offer by such Acceptor in respect of the number of APM shares, APM loan
     stock and APM share options, (as the case may be) (the "Securities")
     inserted or deemed to be inserted in the relevant boxes of the Form of
     Acceptance, on and subject to the terms and conditions set out or referred
     to in this document and the Form of Acceptance and shall be irrevocable;

2.   he is entitled to sell the Securities in respect of which the Offer is
     accepted or deemed to be accepted and that such Securities are sold with
     full title guarantee free from all liens, charges and encumbrances and,
     save as otherwise provided herein, together with all rights attaching
     thereto;

3.   the execution of the Irrecovable Undertaking or the Form of Acceptance
     constitutes, subject to the Offer becoming unconditional in all respects in
     accordance with its terms, the irrevocable appointment by such Acceptor of
     any corporate officer of Citrix and any Executive Director as such
     Acceptor's attorney and an irrevocable instruction to the attorney to
     execute all or any form(s) of transfer, surrender and/or other document(s)
     at the attorney's discretion in relation to the Securities referred to in
     paragraph 2 above in favour of Citrix or such other person or persons as
     Citrix may direct, to deliver such form(s) of transfer, surrender and/or
     other document(s) at the attorney's discretion together with the
     certificate(s) and/or other document(s) relating to such Securities for
     registration within six months of the Offer becoming unconditional in all
     respects and to do all such acts and things as may in the opinion of such
     attorney be necessary or expedient for the purposes of, or in connection
     with, the acceptance of the Offer and to 

                                      -27-

 
     surrender or vest in Citrix or its nominee(s), the Securities as aforesaid
     provided that the terms of this paragraph (3) shall not apply to any
     Acceptor who, by virtue of his or its constitution, is expressly prohibited
     from granting a power of attorney in such terms;

4.   the execution of the Form of Acceptance constitutes, subject to the Offer
     becoming unconditional in all respects in accordance with its terms, an
     irrevocable authority and request by such Acceptor:

          (a)  to APM or its agents, to procure the registration of the transfer
               or surrender of such Acceptor's Securities pursuant to the Offer
               and the delivery of the share certificate(s), loan stock
               certificate(s), share option certificate(s) and/or other
               document(s) of title in respect thereof, to Citrix or as it may
               direct;

          (b)  to Citrix or their agents or the Depositary to procure the
               despatch by wire, in the case of the Initial Consideration, and
               cheque, in the case of the Retained Consideration, of any
               Consideration to which such Acceptor becomes entitled pursuant to
               his acceptance of the Offer at the risk of such Acceptor, to the
               person or agent whose name and address is set out in the relevant
               box of the Form of Acceptance or, if none is set out, to the
               first-named holder at his/its registered address;

          (c)  to Citrix or its agents to record and act upon any instructions
               with regard to payments or notices which have been recorded in
               the records of APM in respect of such Acceptor's holding(s) of
               Securities;

5.   once the Offer becomes unconditional in all respects, Citrix shall be
     entitled to direct the exercise of any votes and any or all other rights
     and privileges attaching to any Securities in respect of which the Offer
     has been accepted or is deemed to have been accepted and the execution of
     the Form of Acceptance will constitute an authority to APM from such
     Acceptor to send any notice or other communication which may be required to
     be sent to him as an APM shareholder, APM loan stock holder or holder of
     options in APM to Citrix at its principal office and an authority to Citrix
     or any person appointed by Citrix to sign any consent to short notice of a
     general meeting on his behalf and/or to execute a form of proxy in respect
     of such Securities appointing any person determined by Citrix to attend
     general meetings of APM or its members or any class of them or any of them
     or its loan stock holders (and any adjournments thereof) and to exercise
     the votes attaching to or any other rights attaching to such Securities
     without reference to such Acceptor on his behalf and will also constitute
     the agreement of such Acceptor not to exercise any of such rights without
     the consent of Citrix and the irrevocable undertaking of such Acceptor that
     he will not appoint a proxy himself to attend such general meetings;

6.   Citrix shall deliver to the Depositary such Acceptor's Retained
     Consideration which shall be held by the Depositary on the terms of the
     Depositary Agreement and on the terms of Appendix II of this document;

                                      -28-

 
7.   he grants to Citrix the indemnities set out in Part 2 of Appendix II of
     this document, subject to the terms of Appendix III of this document and
     the APM Disclosure Memorandum;

8.   he confirms the appointment of Scott Metcalf as the Vendors' Representative
     to act on behalf of the Acceptors for all of the purposes and in the terms
     set out in Part 4 of Appendix II of this document (in particular, such
     Acceptor confirms that the Vendors' Representative is authorised and
     entitled to deal with any claims made by Citrix in respect of the Retained
     Consideration under Part 2 of Appendix II of this document, to receive
     funding therefor and otherwise to act in accordance with the terms of the
     Depositary Agreement);

9.   he will deliver to Taylor Joynson Garrett at the address stated in this
     document his share certificate(s) and/or loan stock certificate(s) and/or
     share option certificate(s) and/or other document(s) of title in respect of
     his Securities or an indemnity acceptable to Citrix, in lieu thereof, by
     3:00 pm on 29 June 1998;

10.  the conditions and further terms of the Offer and of this Part 3 of this
     Appendix I shall be deemed to be incorporated in, and to form part of, the
     Form of Acceptance, which shall be read and construed accordingly;

11.  if he accepts the Offer and the Offer becomes unconditional in all
     respects, such Acceptor shall do all such acts and things as shall be
     necessary or expedient to surrender or to vest in Citrix or its nominees,
     the Securities;

12.  he agrees to ratify each and every act or thing which may be validly done
     or effected by Citrix, or by any officer or director of Citrix, in exercise
     of any of the powers and/or authorities hereunder;

13.  if any provision of this Part 3 of this Appendix I shall in any way be
     unenforceable, invalid or not operate so as to afford Citrix or any
     corporate officer of Citrix or any Executive Director or the Vendors'
     Representative the full benefit of the powers and/or authorities expressed
     to be given herein, he shall, with all practicable speed, do all such acts
     and execute all such documents as may be required to enable Citrix and/or
     any corporate officer of Citrix and/or any Executive Director and/or the
     Vendors' Representative to secure the full benefit of the powers and/or
     authorities conferred by or referred to in this Part 3;

14.  the execution of the Irrevocable Undertaking or the Form of Acceptance
     constitutes his irrevocable submission, in relation to all matters arising
     out of the Offers and the Form of Acceptance, to the non-exclusive
     jurisdiction of the High Court of Justice in England;

15.  Hewitson Becke + Shaw, whose address is Shakespeare House, 42 Newmarket
     Road, Cambridge CB5 8EP, are irrevocably appointed as his agent to accept
     service of legal proceedings on such Acceptor in connection with all
     matters arising out of the Offers and such Acceptor agrees that any writ,
     judgment or other notice of legal process in 

                                      -29-

 
     connection with any such legal action or proceedings shall be sufficiently
     served if delivered to Hewitson Becke + Shaw; and

16.  Taylor Joynson Garrett are irrevocably appointed as agent to accept service
     of legal proceedings on Citrix in connection with all matters arising out
     of the Offers and Citrix agrees that any writ, judgment or other notice of
     legal process in connection with any such legal action or proceedings shall
     be sufficiently served if delivered to Taylor Joynson Garrett.

References in this Part 3 of this Appendix I to an Acceptor shall include
references to the person or persons executing a Form of Acceptance on his behalf
and in the event of more than one person executing a Form of Acceptance thereof,
the provisions of this Part 3 shall apply to those persons jointly and to each
of them.

                                      -30-

 
                                  APPENDIX II

                            RETAINED CONSIDERATION

SUMMARY

The following statements summarise the operation of the arrangements for the
Retained Consideration. The detailed terms governing the operation of these
arrangements and the rights of Citrix to be indemnified out of the Retained
Consideration are detailed in Parts 2, 3 and 4 of this Appendix II and in the
Depositary Agreement:

1.   On the Closing Date, 10 per cent. of the Consideration to which Acceptors
     would otherwise be entitled will be placed in the custody of the
     Depositary, as an independent party. The terms under which the Depositary
     will act in such capacity are set out in a Depositary Agreement. The
     principal provisions of the Depositary Agreement are set out in Part I of
     this Appendix II.

2.   The Retained Consideration is to be held by the Depositary to provide a
     pool of money against which Citrix can seek indemnification for the
     purposes set out in paragraph 3 below.

3.   To the extent that Citrix has evidence (or considers that it has evidence)
     that a relevant APM Statement is untrue on 15 June 1998 and/or as at the
     Closing Date (as the case may be) and that any such Statement has not been
     disclosed against in the APM Disclosure Memorandum, it will be entitled to
     make a claim for the return to it of up to the total amount of the Retained
     Consideration on the terms of the indemnity arrangements set out in Part 2
     of this Appendix II.

4.   Citrix is entitled to seek indemnification for all damages, loss, liability
     and expenses which it incurs or suffers arising out of any such APM
     Statement being untrue provided and to the extent that the amount of such
     damages, loss, liability and expenses in the aggregate exceeds US$500,000.
     Full details of these indemnification provisions are set out in Part 2 of
     this Appendix II. The provisions relating to how claims must be made are
     set out in the provisions of Part 3 of this Appendix II. The maximum
     liability of Acceptors under these provisions will not exceed the total
     amount of the Retained Consideration plus any interest that has accrued
     thereon, retained in accordance with Part 1 of this Appendix II.

5.   The administration of claims will be dealt with by the Vendors'
     Representative. The terms under which the Vendors' Representative will act
     are set out in Part 4 of this Appendix II.

6.   No claim for indemnification may be brought by Citrix in relation to the
     APM Statements after the first anniversary of the Closing Date and
     Acceptors will receive, following such date, such amount of the Retained
     Consideration to which they are entitled as are not necessary to meet such
     indemnification claims or such pending indemnification claims.

                                      -31-

 
PART 1 - RETAINED CONSIDERATION AND APPOINTMENT OF DEPOSITARY

The following is a summary of the terms of the Depositary Agreement:

1.   Within 7 days of the Closing Date, Citrix will wire to the Depositary the
     amount of the Retained Consideration which will be, in aggregate, 10 per
     cent. of the Consideration. The Retained Consideration will be held in a
     US$ denominated account in the joint names of the Depositary who will hold
     such Retained Consideration for the benefit of Acceptors on the terms of
     the Depositary Agreement.

2.   The Depositary has agreed to act on the basis that Citrix shall be
     responsible for the Depositary's professional fees and reasonable out-of-
     pocket expenses.

3.   If any amount of the Retained Consideration is paid to Citrix it shall be
     paid, together with an appropriate proportion of the interest accrued
     thereon to the date of such payment. If any amount of the Retained
     Consideration is paid to the Acceptors it shall be paid, together with an
     appropriate proportion of the interest accrued thereon to the date of such
     payment. The Retained Consideration shall be invested by the Depositary in
     accordance with agreed instructions given to it, from time to time, by
     Citrix and the Vendors' Representative.

PART 2 - CITRIX'S RIGHTS OF INDEMNIFICATION

Subject to the provisions of Part 5 of this Appendix, each Acceptor agrees to
indemnify Citrix against, and agrees to hold it harmless from, any and all
damage, loss, liability and expenses (including, without limitation, reasonable
legal fees and expenses in connection with any action, suit or proceeding)
("Statement Related Loss") incurred or suffered by Citrix or the APM Group
arising out of any of the APM Statements being untrue (determined after taking
into account exceptions in the APM Disclosure Memorandum) on 15 June 1998 and/or
as at the Closing Date (as the case may be), provided that:

1.   such Acceptor shall only be liable under this Part 2 of this Appendix II to
     the extent that the aggregate amount of Statement Related Loss with respect
     to all matters referred to in this Part 2 of this Appendix (determined
     without regard to any qualification relating to materiality or Material
     Adverse Effect (as defined in Part 1 of Appendix III) contained in any of
     the APM Statements (other than claims arising from paragraph 24 of Part 2
     of Appendix III) giving rise to the claim for indemnity hereunder) exceeds
     US$500,000 and then only in respect of such excess;

2.   each such Acceptor shall only be so liable in respect of any claim or
     claims arising from paragraph 24 of Part 2 of Appendix III to the extent
     that the aggregate amount of Statement Related Loss relating thereto
     exceeds US$400,000 and then only in respect of such excess;

3.   no liability shall arise under this Part 2 of this Appendix II in respect
     of any individual claim which does not exceed US$5,000;

                                      -32-

 
4.   such Acceptor shall be liable only to the extent of his Pro Rata Share (as
     defined below) of such Statement Related Loss; and

5.   such Acceptor's maximum liability under this Part 2 of this Appendix II
     shall not exceed the amount of Retained Consideration plus interest which
     has accrued thereon held by the Depositary on behalf of such Acceptor.

"PRO RATA SHARE" means in respect of an Acceptor, a fraction, the numerator of
which is the total amount of Retained Consideration held by the Depositary in
respect of such Acceptor pursuant to the Offers at the time the claim is made by
Citrix and the denominator of which is the aggregate amount of Retained
Consideration held by the Depositary in respect of all Acceptors pursuant to the
Offers after all of the Consideration (including the Retained Consideration) has
been paid.

PART 3 - HOW CLAIMS ARE MADE BY CITRIX

The Depositary Agreement contains the following provisions for dealing with
claims for indemnification which Citrix may make pursuant to the terms of Part 2
of this Appendix II. It should be noted that the following provisions in this
Part 3 are only a summary of the terms of the Depositary Agreement and, to the
extent that a conflict arises, the Depositary Agreement will prevail:

1.   SUBMISSION OF CLAIMS

     If Citrix has a claim pursuant to Part 2 of this Appendix II for which it
     seeks indemnification, Citrix will deliver a written notice thereof to (i)
     the Depositary and (ii) the Vendors' Representative. Such notice will
     include a description of the facts upon which such claim is based (so far
     as then known to Citrix) and the amount of such claim with respect thereto
     (the "Notice of Claim"). No Notice of Claim requesting satisfaction of
     Statement Related Loss may be submitted if any of the provisos listed in
     Part 2 of this Appendix II applies to exclude the liability of the
     Acceptors. If Citrix has not received a written notice of objection
     ("Notice of Objection") to the Notice of Claim from the Vendors'
     Representative within 20 business days of receipt of the same, Citrix may
     deliver a notice to the Depositary instructing the Depositary to transfer
     to Citrix the amount of Retained Consideration equal to the amount of the
     Statement Related Loss described in the relevant Notice of Claim. No Notice
     of Claim may be served by Citrix in respect of Statement Related Loss after
     the first anniversary of the Closing Date.

2.   DISPUTED CLAIMS

     If a timely Notice of Objection in respect of Statement Related Loss is
     submitted by Citrix and Citrix and the Vendors' Representative are unable
     to settle the claim within 20 business days of the date of the Notice of
     Objection, in whole or in part, then Citrix may raise proceedings in the
     High Court of Justice in England which shall have non-exclusive
     jurisdiction in respect of any such claim. If such proceedings are not
     commenced within 16 months of the Closing Date, such claim will lapse.

                                      -33-

 
3.   SATISFACTION OF INDEMNIFICATION PAYMENTS

     Citrix's rights to indemnification are to be satisfied by the transfer to
     it of an amount of Retained Consideration equal to the relevant Statement
     Related Loss.

4.   PROFESSIONAL FEES AND OUT-OF-POCKET EXPENSES OF THE VENDORS' REPRESENTATIVE

     The Vendors' Representative shall be entitled to require the Depositary to
     make a payment to him from the Retained Consideration to fund professional
     fees and expenses (including any fees arising as a result of the indemnity
     referred to in paragraph 3 of Part 5 of this Appendix II) and the Vendors'
     Representative of (pound)500 for each day (reduced pro rata for part days)
     spent on dealing with any claims submitted by Citrix, together with out-of-
     pocket expenses incurred or to be incurred by the Vendors' Representative
     in connection with the operation of this Appendix II and the Depositary
     Agreement.

5.   RELEASE OF RETAINED CONSIDERATION

     Acceptors will receive, following the first anniversary of the Closing
     Date, such amount of Retained Consideration and interest to which they are
     entitled as are not necessary to meet indemnification claims or pending
     indemnification claims in respect of Statement Related Loss.

PART 4 - VENDORS' REPRESENTATIVE

1.   Such of the APM shareholders (hereinafter together the "Majority APM
     shareholders" or individually a "Majority APM shareholder") as hold a
     majority of the APM shares on the Closing Date shall be entitled, from time
     to time, to appoint such person as they shall in their sole discretion
     decide (and to remove such person) as the Vendors' Representative, for the
     purposes set out in this Part 4 of this Appendix II, by notice in writing
     to Citrix signed by or on behalf of the Majority APM shareholders.

2.   Each Acceptor Irrevocably Agrees:

          (a)  that he grants the Vendors' Representative full power and
               authority on behalf of such Acceptor to (i) dispute or refrain
               from disputing any claim made by Citrix in respect of the
               Retained Consideration under the indemnity provisions set out in
               Part 2 of this Appendix II and the Depositary Agreement; (ii)
               remedy or seek to remedy the circumstances giving rise to any
               Statement Related Loss; (iii) negotiate and compromise any such
               claim; (iv) engage lawyers, attorneys, accountants, other
               professional advisers and agents; (v) execute any settlement
               agreement, release or other document with respect to such claim;
               and (vi) to perform all other duties and obligations and to
               exercise all rights with respect to any of the foregoing as are
               set out in the Depositary Agreement;

                                      -34-

 
          (b)  that he grants the Vendors' Representative full power and
               authority on behalf of such Acceptor to give such instructions
               and to take such action or refrain from taking such action as the
               Vendors' Representative deems, in his sole discretion, necessary
               or appropriate to carry out the provisions of, and to consummate,
               the transactions contemplated by this Part 4 of this Appendix II;

          (c)  Citrix shall be entitled to rely on any and all action taken by
               the Vendors' Representative evidenced by a document appearing to
               be signed by the Vendors' Representative without any liability
               to, or obligation to inquire of, any Acceptors;

          (d)  a notice, validly delivered to the Vendors' Representative, of
               the intimation of a claim in respect of Citrix's rights to be
               indemnified under Part 2 of this Appendix II, shall be sufficient
               notice and Citrix shall not be required to give notice of such
               claim to such Acceptor;

          (e)  the authority of the Vendors' Representative hereunder shall be
               effective until the date upon which no Retained Consideration is
               held by the Depositary;

          (f)  the Vendors' Representative shall be entitled to communicate the
               receipt by him of any claim from Citrix under Part 3 of this
               Appendix II to Acceptors by placing an advertisement to this
               effect in one national daily newspaper in the United Kingdom; and

          (g)  in carrying out his functions hereunder, the Vendors'
               Representative shall be entitled to exercise his discretion and
               shall not be obliged to consult with such Acceptor provided that
               if the Vendors' Representative elects to consult with such
               Acceptor such consultation shall not in any way affect the right
               of the Vendors' Representative to exercise his discretion as
               aforesaid and the acts of the Vendors' Representative shall in
               all circumstances bind such Acceptor.

3.   Any claim, action, suit or other proceeding, to enforce any right, benefit
     or remedy granted to Citrix under Part 2 of this Appendix II may be
     asserted, brought, prosecuted, or maintained by Citrix against the
     Acceptors by service of process on the Vendors' Representative and without
     the necessity of serving process on, or otherwise joining or naming, any
     other party as a defendant in such claim, action, suit or other proceeding.
     With respect to any matter contemplated by the appointment of the Vendors'
     Representative, the Acceptors shall be bound by any determination in favour
     of or against the Vendors' Representative or the terms of any settlement or
     release to which the Vendors' Representative shall become a party.

4.   The Vendors' Representative shall not be liable to any Acceptor with
     respect to any act or omission taken or omitted to be taken by the Vendors'
     Representative pursuant to this Part 4 of this Appendix II, except to the
     extent that the relevant loss results from such Vendors' Representative's
     gross negligence or wilful misconduct.

                                      -35-

 
PART 5- LIMITATIONS ON ACCEPTORS' LIABILITY

The liability of each Acceptor under, arising out of, or in connection with the
indemnification rights of Citrix set out in Part 2 of this Appendix II shall be
limited in each of the following respects:

1.   Citrix shall have no rights under Part 2 of this Appendix II:

          (a)  to the extent of any Statement Related Loss in respect of which
               Citrix and/or APM is entitled to make a claim under any policy of
               insurance;

          (b)  to the extent that such liability would not have arisen but for
               an act or omission before Closing Date by Citrix or by APM in
               accordance with Citrix's directions;

          (c)  to the extent that such liability would not have arisen but for a
               voluntary act or failure to act, omission or transaction on the
               part of Citrix and/or any APM Group company after the Closing
               Date, otherwise than in the ordinary course of business of APM
               Group;

          (d)  in respect of any state of affairs which has arisen after 15 June
               1998 and shall have rendered any APM Statement untrue as at the
               Closing Date, to the extent that Citrix shall have consented in
               writing to the bringing about of such state of affairs pursuant
               to clause 3 of the Agreement and Undertaking;

          (e)  to the extent that such liability would not have arisen but for
               any alteration or enactment made after the Closing Date of any
               Act of Parliament or Statutory Instrument or any change or
               interpretation of any law following the Closing Date or any
               change in administrative practice of any government, governmental
               department, agency or regulatory body or any increase in the
               rates of taxation or alteration in methods of applying or
               calculating taxation or any imposition of taxation not in effect
               at the Closing Date or any change in accounting or taxation
               policy or practice of Citrix or APM, including the method of
               submission of taxation returns introduced or having effect after
               the Closing Date.

2.   Nothing in this Offer document shall be construed as a warranty by the
     Acceptors concerning the application to the Offers of the merger control
     provisions of the Fair Trading Act 1973, Council Regulation 4064/89 (as
     amended by Council Regulation (EC) No. 1310/97) or the merger control laws
     of any other jurisdiction, or concerning any government licence,
     authorisation, consent, approval or requirement thereunder.

3.   Citrix shall provide the Vendors' Representative and his professional
     advisers with all such information and reasonable assistance as may be
     reasonably requested by them, including reasonable access to all relevant
     books, records, documents and other information and personnel as shall be
     reasonably required for the purpose of evaluating 

                                      -36-

 
     what action to take in respect of such matter. If such matter in question
     is in connection with a claim made by, or a liability of, a third party,
     Citrix shall take, and shall cause APM or a member of the APM Group to
     take, such action as the Vendors' Representative may reasonably request to
     avoid, dispute, resist, appeal, compromise or defend the relevant claim or
     liability (including giving the Vendors' Representative the conduct of any
     proceedings or negotiations with third parties and employing professional
     advisers of its own choice), provided that the Vendors' Representative
     shall have first agreed that the Retained Consideration shall be used to
     indemnify and to free and relieve and hold harmless Citrix and, if
     appropriate, APM or a member of the APM Group from and against any
     Statement Related Loss, cost, expenses or liability reasonably incurred by
     Citrix and/or APM or a member of the APM Group as a result of such action
     being taken.

                                      -37-

 
                                 APPENDIX III

DISCLAIMER

The APM Statements relating to the APM Group set out in Part 2 of this Appendix
III are made or given for the sole purpose of providing the rights and remedies
to Citrix specified in Appendix II in the event that any of the APM Statements
prove to be untrue at 15 June 1998 and/or at the Closing Date. The APM
Statements set out in Part 2 of this Appendix III are not made or given to any
person other than Citrix.

Neither APM nor any of its subsidiaries nor any of their respective directors or
employees accepts any responsibility of any kind whatsoever whether in contract
or to make restitution or under any statute to any person whatsoever, including
without prejudice to the foregoing generality, any person who is or who may in
future be a shareholder in APM, in respect of the APM Statements set out in Part
2 of this Appendix III save to the extent provided in Appendix II.


                                    PART I
                        DEFINITIONS AND INTERPRETATION

In this Appendix III:


1.   DEFINITIONS

     "ACCOUNTING REQUIREMENTS" means the accounting requirements of the
     Companies Act, SSAPs, FRSs, abstracts of the Urgent Issues Task Force, any
     other requirement of a United Kingdom accounting body having mandatory
     effect and other generally accepted accounting principles and practices in
     the United Kingdom;

     "ACCOUNTS" means the consolidated audited accounts of APM for the financial
     period ended on the Account Date including the auditors' and directors'
     reports, the audited profit and loss account, the balance sheet and the
     notes thereto;

     "AFFILIATE" means, in respect of any person:

     (a)  any person connected with such person (and "connected with" bears the
          meaning set out in section 839 of ICTA); and/or

     (b)  any company under the control of such person (and "control" bears the
          meaning set out in section 840 of ICTA); and/or

                                      -38-

 
     (c)  any associated company of such person (and "associated company" bears
          the meaning set out in section 416 of ICTA);

     "ACCOUNTS DATE" means 31 December, 1997;

     "AGREEMENT AND UNDERTAKING" means the agreement and undertaking dated June
     1998 among the Non-Executive, the Executive Directors and Citrix;

     "APM'S CONFIDENTIAL INFORMATION" means all technical, commercial and other
     confidential information and techniques relating to the Business and the
     Software including (without prejudice to the generality of the foregoing)
     the Source Code and the Supporting Material;

     "APM DISCLOSURE MEMORANDUM" means the disclosure memorandum relating to APM
     including any document annexed thereto, as set out in Exhibit 6 to the
     Agreement and Undertaking;

     "APM'S IPRS" means APM's non-Product IPRs and APM's Product IPRs;

     "APM'S NON-PRODUCT IPRS" means all Intellectual Property Rights owned by or
     licensed to APM as a result of its entering into the Research Contracts and
     the Consultancy Contracts or its performance of obligations or exercise of
     rights under them;

     "APM'S PRODUCT IPRS" means all Intellectual Property Rights owned by or
     licensed to APM other than APM's non-Product IPRs;

     "BUSINESS" means the business of research and consulting in advanced
     information technology systems and software, diversifying into the
     commercial production of software designed to provide protection in
     internet/intranet environment;

     "BUSINESS DAY" means any day other than a Saturday, Sunday or any day which
     is a public holiday in England;

     "CAA" means the Capital Allowances Act 1990;

     "CLOSING" means the closing of the sale and purchase of the APM shares;

     "CLOSING DATE" means the date of the Closing;

     "COMPANIES ACT" means the Companies Act 1985;

     "CONSULTANCY CONTRACTS" means the contracts between APM and other entities
     contained in Section 3 of Part B of the Schedule to the APM Disclosure
     Memorandum;

                                      -39-

 
     "COMPUTER SYSTEM" means the computer system, including all its equipment,
     hardware, firmware, software and accessories, used in the Business;

     "CURRENT DATE" means for any computer system at any given time when that
     system is operating, the date which that computer takes to be, and uses as,
     the current date at that particular time;

     "CUSTOMER CONTRACTS" means all VAR Agreements and all outward licence,
     maintenance, technical support and other agreements relating to the
     Software or any other Products to which APM is a party, and pursuant to
     which no software is licensed other than in object code form only and on a
     non-exclusive basis;

     "CUSTOMERS" means the licensees of the Software or any other customers of
     APM including but not limited to those listed in the APM Disclosure
     Memorandum;

     "ENCUMBRANCE" means any mortgage, charge, security interest, lien, pledge,
     hypothecation, assignment by way of security, equity, claim, right of pre-
     emption, option, charge, covenant, restriction, reservation, lease, trust,
     order, decree, judgment, title defect (including retention of title claim),
     conflicting claim of ownership or any other encumbrance of any nature
     whatsoever (whether or not perfected, other than liens arising by operation
     of law);

     "ENVIRONMENTAL LAWS" means all laws of the United Kingdom, United States
     and elsewhere relating to pollution or the protection of the environment,
     or to health and safety matters (including laws relating to workers and
     public health and safety, to emissions, discharges or threatened releases
     of Hazardous Materials into the environment and to the production,
     processing, distribution, management, use, treatment, storage, burial,
     disposal, transport or handling of any Hazardous Materials) and all bye-
     laws, codes, regulations, directives, decisions, decrees, demands or demand
     letters, injunctions, notices, orders, plans or recommendations, issued,
     promulgated or approved thereunder or in connection therewith;

     "EXECUTIVE DIRECTORS" means SM Metcalf, AJ Herbert, CJ Phoenix and RJ van
     der Linden; 

     "FINANCIAL YEAR" shall be construed in accordance with section 223 of the
     Companies Act;

     "FRSs" means the financial reporting standards established by the
     Accounting Standards Board Limited; 

     "HAZARDOUS MATERIALS" means wastes, pollutants, contaminants, petroleum,
     petroleum products, dangerous, hazardous or toxic substances and materials
     (including liquids, solids, gases, ions and noise and substances) which may
     be harmful to human health or other life or the environment or a nuisance
     to any 

                                      -40-

 
     person or which may make the use or ownership of any affected land or
     property more costly or onerous;

     "ICTA" means the Income and Corporation Taxes Act 1988;

     "IHTA" means the Inheritance Tax Act 1984;

     "INTELLECTUAL PROPERTY RIGHTS" means all patents, copyright, rights in
     relation to databases, design right, registered designs, Trade Marks, know-
     how, rights in trade secrets, confidential information and all other
     intellectual property rights throughout the world for the full term of the
     rights concerned (including but not limited to the rights specifically
     identified in the APM Disclosure Memorandum) and including:

          (a)  all registrations and pending registrations relating to any such
               rights and the benefit of any pending applications for any such
               registrations;

          (b)  all reversions, extensions and renewals of any such rights; and

          (c)  all accrued rights of action in relation to such rights
               (including the right to sue for and recover damages for past
               infringements);

     "KNOW-HOW" means all technical, commercial and other information
     experience, knowledge, skill, know-how and techniques owned by APM
     including (without prejudice to the generality thereof) drawings, formulae,
     test reports, operating and testing procedures, practices, instruction
     manuals, tables of operating conditions, lists and particulars of
     customers, marketing methods and procedures and advertising material other
     than those materials which are clearly intended for the benefit of the
     public domain;

     "MANAGEMENT ACCOUNTS" means the management accounts of APM comprising the
     profit and loss account and balance sheet for the period from the Accounts
     Date to the Management Accounts Date;

     "MANAGEMENT ACCOUNTS DATE" means 31 May 1998;

     "MATERIAL ADVERSE CHANGE" means a material adverse change in the business,
     assets, financial condition, results of operation or (to the knowledge of
     the Executive Directors), prospects of APM and its Subsidiaries taken as a
     whole.

     "MATERIAL ADVERSE EFFECT" means a material adverse effect on the business,
     assets, financial condition, results of operations, or prospects of APM and
     its Subsidiaries taken as a whole.

     "MILLENNIUM-COMPLIANT" means, in relation to any computer software, that
     neither its performance nor its functionality is adversely affected by
     dates prior to, during or after the year 2000, and in particular:

                                      -41-

 
          (a)  no value for Current Date will cause any interruption in
               operation of the Software;

          (b)  no value for any date element in any data used as input by the
               Software will cause any interruption in the operation of the
               software, which will either correctly interpret the date element
               (where it is a valid date) or else detect and report it as an
               invalid date and continue processing accordingly;

          (c)  date-based functionality shall behave consistently for dates
               prior to, during and after the year 2000 and produce correct
               results in accordance with the Software's specifications;

          (d)  in all interfaces and data storage, the century in any date will
               be specified either explicitly or by unambiguous algorithms or
               inferencing rules; and

          (e)  the Year 2000 will be recognised as a leap year;

     "NON-DISCLOSURE AGREEMENTS" means the contracts between APM and other
     entities (i) contained in Section 6 of Part B of the Schedule to the APM
     Disclosure Memorandum, or (ii) not so contained but in substantially the
     form of APM's standard non-disclosure agreement repeatedly appearing in
     that Section;

     "PRODUCTS" means products of APM, including any which comprise any software
     or materials within part (a) of the definition of Supporting Materials;

     "PROPERTIES" means:

          (a)  first and second floor offices and Poseidon Place (otherwise
               known as Block B), Castle Park, Cambridge as more particularly
               described in and denoted by two sub underleases (of first and
               second floors respectively) both dated 2 March 1998 made between
               SAIC Limited (1) and APM (2); and

          (b)  property leased to APM at 4410 El Camino Real, Los Altos,
               California;

     "RESEARCH CONTRACTS" means the contracts between APM and other entities
     contained in Section 1 Part B of the Schedule to the APM Disclosure
     Memorandum;

     "SIGNING DATE" means 15 June 1998;

     "SOFTWARE" means all computer software described and detailed in the
     Software Statement including (even if not so listed) (i) any related
     utilities and interfaces, and (ii) on-line help software, and also
     including all other versions of any of the foregoing, but excluding any
     Third Party Software;

                                      -42-

 
     "SOFTWARE STATEMENT" means the document titled 'Statement of Product
     Derivation and Ownership' listed as document 1 in Section 8 of Part B of
     the Schedule to the APM Disclosure Memorandum, together with any Appendices
     to it which are referenced in it and also appear in that Section 8;

     "SOURCE CODE" means the source code versions of the Software, together with
     all manuals and materials necessary to maintain and update the Software
     (and in machine-recordable form);

     "SSAPs" means the statements of standard accounting practice adopted by the
     Accounting Standards Board Limited;

     "SUBSIDIARY" means a subsidiary company as defined in section 736 of the
     Companies Act;

     "SUPPLIER" means any supplier (other than utilities in respect of the
     supply of services in the ordinary and normal course of their business to
     their general body of customers) or sub-contractor of APM in connection
     with the Business with whom APM has traded during the twelve months
     immediately prior to Closing Date;

     "SUPPORTING MATERIAL" means:

          (a)  all functional and technical design documentation, programmer
               documentation and all other documents (in electronic, hard copy
               or any other format) relating to design or workings of the
               Software, and including without limitation:

               (i)     all documentation of the overall architectural design of
                       the Software;

               (ii)    all descriptions of the design of each module contained
                       in all Software;

               (iii)   all descriptions of the data models used in both memory
                       and on disk for all Software;

               (iv)    all materials describing the relation between any
                       software and any Third Party Software (including
                       "shareware") embedded in or bundled with it;

          (b)  all information relating to the support and maintenance of the
               Software, including details of all bugs known to the Executive
               Directors in the Software or any of it and any work to correct
               any such bugs;

                                      -43-

 
          (c)  all other software, manuals, text, documents, designs, artwork,
               photographs, information and other material devised or used by
               the Business in relation to the Software (but not including the
               Third Party Software); and

          (d)  all designs, drafts, documents and other works underlying any of
               the items listed at (a) to (d) above

          and including all items specifically listed in the Software Statement;

     "TCGA" means the Taxation of Chargeable Gains Act 1992;

     "TAXATION" means all forms of taxation, charges, duties, imposts, levies
     and rates whenever imposed and whether of the United Kingdom, the United
     States, or elsewhere and whether chargeable directly or primarily against
     or attributable directly or primarily to APM or to any other person,
     including without limitation income tax, withholding taxes, corporation
     tax, state income and franchise tax, municipal tax, user fees, advance
     corporation tax, capital gains tax, capital transfer tax, inheritance tax,
     value added tax, federal or state sales taxes, customs duties, excise
     duties, community charges, stamp duty, stamp duty reserve tax, national
     insurance, social security or other similar contributions, together with
     any interest, penalty or fine in connection therewith;

     "THIRD PARTY AGREEMENTS" means the agreements for the use, maintenance or
     other dealing by APM with Third Party Software or any third party
     Intellectual Property Rights as listed in the APM Disclosure Memorandum;

     "THIRD PARTY SOFTWARE" means all computer programs and software owned by
     persons other than APM and identified as so owned either in the Software
     Statement or in Section 4 of Part B of the Schedule to the APM Disclosure
     Memorandum;

     "TRADEMARKS" means registered or unregistered trademarks, service marks and
     applications therefor and all other business names, brand names, devices,
     logos, get up and signs (and whether or not registered or applied for)
     together with all goodwill associated with or symbolised by any of the
     foregoing;

     "USER MANUALS" means the user manuals relating to the Software;

     "VAR AGREEMENT" means the value added reseller agreements contained in
     Section 2 of Part B of the Schedule to the APM Disclosure Memorandum;

     "VAT" means value added tax;

     "VATA" means the Value Added Tax Act 1994.

                                      -44-

 
2.   KNOWLEDGE OF THE EXECUTIVE DIRECTORS

     Where any of the Statements is qualified by the expression "so far as the
     Executive Directors are aware" or any similar expression, each of the
     Executive Directors shall be deemed to have the awareness of each of the
     other Executive Directors and to have the awareness that would be
     attributed to a competent and reasonable director in the relevant
     circumstances.

3.   DIGITIVITY, INC.

     Each of the APM Statements shall be deemed to be repeated in respect of
     Digitivity, Inc. save insofar as they are qualified by disclosures in the
     APM Disclosure Memorandum.

                                      -45-

 
                                     PART 2
          STATEMENTS RELATING TO THE BUSINESS AND AFFAIRS OF THE APM GROUP


                                  PART A - APM
1.   CONSTITUTION

     1.1       APM is a private company limited by shares duly incorporated and
               validly existing under the laws of England and has all corporate
               powers and all governmental licenses, authorisations, consents
               and approvals required to carry on its business as now conducted.
               A true, complete and accurate copy of the memorandum and articles
               of association of APM and the resolutions required to be filed
               with the Registrar of Companies (save where already reflected in
               the such memorandum and articles) are annexed to the APM
               Disclosure Memorandum. Such documents contain full details of the
               rights and restrictions attached to the share capital of APM, and
               all such resolutions have been properly passed as resolutions of
               APM.

     1.2       The register of members and statutory books of APM contain
               complete, true and accurate records of the members of APM and all
               the other information which they are required to contain under
               the Companies Act and are fully, properly and accurately drawn up
               to the date of this agreement and comply with all the
               requirements of the Companies Act and all returns, particulars,
               resolutions and other documents required to be delivered by APM
               to the Registrar of Companies have been duly delivered within the
               required time limits and no fines or penalties are outstanding or
               known to be due.

     1.3       At the Signing Date APM has not received any notice of any
               application or intended application for the rectification of its
               register of members.

     1.4       The only directors of APM are the persons whose names are listed
               in the APM Disclosure Memorandum and APM has no alternate or
               shadow directors.

     1.5       APM has not provided any financial assistance within section 151
               of the Companies Act or otherwise directly or indirectly for the
               purchase or the proposed purchase of its shares.

     1.6       APM has not purchased or redeemed any of its own shares.

     1.7       APM has no assets outside the United Kingdom nor does it have a
               branch, agency or place of business or any permanent
               establishment (as that expression is defined in the relevant
               double taxation relief orders current at the date of this
               agreement) outside the United Kingdom.

                                      -46-

 
     1.8       Other than Subsidiaries, APM has no shares or other securities in
               any other company and no interest in any other business and has
               not agreed to acquire any such shares, securities or interest.

2.   SUBSIDIARIES

     (a)       Each Subsidiary is a corporation duly incorporated and validly
               existing under the laws of its jurisdiction of incorporation and
               has all corporate powers and all governmental licenses,
               authorisations, consents and approvals required to carry on its
               business as now conducted. The Subsidiaries of APM and their
               respective jurisdictions of incorporation are: ANSA Limited and
               Digitivity Limited, each of which is incorporated under the laws
               of England and Wales and Digitivity, Inc., which is incorporated
               under the laws of Delaware. True and complete copies of the
               organisational documents for each of the Subsidiaries are annexed
               to the APM Disclosure Memorandum.

     (b)       All of the issued shares of, or other ownership interests in,
               each Subsidiary, are owned by APM, directly or indirectly, free
               and clear of any Lien and free of any other limitation or
               restriction (including any restriction on the right to vote, sell
               or otherwise dispose of such shares or other ownership
               interests). There are no (i) outstanding securities of APM or any
               Subsidiary convertible into or exchangeable for shares or other
               voting securities or ownership interests in any Subsidiary or
               (ii) outstanding options or other rights to acquire from APM or
               to require any Subsidiary to issue, any shares, voting securities
               or ownership interests in, or any securities convertible into or
               exchangeable for any shares, voting securities or ownership
               interests in, any Subsidiary (the items in clauses (i) and (ii)
               being referred to collectively as the "Subsidiary Securities").
               There are no outstanding obligations of APM or any Subsidiary to
               repurchase, redeem or otherwise acquire any Subsidiary
               Securities.

     (c)       Neither ANSA Limited nor Digitivity Limited has any assets,
               liabilities nor has ever traded.

3.   CONSENTS

     No consent, approval, waiver or other action by any Person under any
     contract, agreement, indenture, lease, instrument or other document to
     which APM is a party or by which it is bound is required or necessary for
     the execution, delivery and performance of the Agreement and Undertaking or
     the consummation of the transactions contemplated by the Agreement and
     Undertaking.

4.   NON-CONTRAVENTION

                                      -47-

 
     The consummation of the transactions contemplated by the Agreement and
     Undertaking does not and will not (i) contravene the memorandum and
     articles of association of APM, (ii) contravene or constitute a violation
     of any provision of any law, regulation, judgment, injunction, order or
     decree binding upon or applicable to APM, (iii) constitute a default under
     or give rise to any right of termination, cancellation or acceleration of
     any material right or material obligation of APM or give rise to any right
     on the part of any person to withdraw any benefit to which APM is entitled
     under any provision of any agreement, contract or other instrument binding
     upon APM or any permit held by APM or (iv) result in the creation or
     imposition of any Encumbrance on any asset of APM.

5.   SHARES

     5.1       Details of APM's share capital at the Signing Date are accurately
               set out in the APM Disclosure Memorandum. All issued shares of
               APM have been duly authorised and validly issued and are fully
               paid. No right to acquire shares in APM will be granted by APM
               after the Signing Date.

     5.2       Details of share options granted by APM prior to the Signing Date
               are accurately set out in the APM Disclosure Memorandum. No share
               options will be granted by APM after the Signing Date.

     5.3       Except as set forth in the APM Disclosure Memorandum, there are
               no (i) issued shares, loan capital or other interests giving a
               right to participate in the distribution of the assets or
               revenues ("Relevant Interests") of APM, (ii) outstanding
               securities of APM convertible into or exchangeable for shares,
               loan capital or Relevant Interests of APM or (iii) outstanding
               options or other rights to subscribe for any shares, loan capital
               or Relevant Interests of APM (the items in clauses (i), (ii) and
               (iii) being referred to collectively as the "Company
               Securities"). Except as set forth in the APM Disclosure
               Memorandum, there are no outstanding obligations of APM, actual
               or contingent, to issue or deliver or to repurchase, redeem or
               otherwise acquire any Company Securities.

6.   THE ACCOUNTS

     6.1       A true, complete and accurate copy of the Accounts is annexed to
               the APM Disclosure Memorandum.

     6.2       The Accounts and the audited accounts of APM for each of the
               three years immediately preceding its financial period ended on
               the Accounts Date were prepared under the historical cost
               convention and complied with and were prepared in accordance with
               all applicable Accounting Requirements.

     6.3       In accordance with applicable Accounting Requirements the
               Accounts:

                                      -48-

 
          (a)       give a true and fair view of the assets and liabilities of
                    APM as at the Accounts Date and of its profits or losses for
                    the financial period ended on the Accounts Date;

          (b)       fully disclose all the assets of APM as at the Accounts
                    Date;

          (c)       make proper provision for, reserve for or disclose, as
                    appropriate, all liabilities, whether actual, contingent,
                    unquantified or disputed, all capital commitments, whether
                    actual or contingent, and all bad or doubtful debts of APM
                    as at the Accounts Date; and

          (d)       make proper provision for or reserve for deferred Taxation
                    payable.

     6.4  The bases and policies of accounting, adopted for the purpose of
          preparing the Accounts are the same as those adopted in preparing the
          audited accounts of APM in respect of the three immediately preceding
          financial periods.


7.   THE MANAGEMENT ACCOUNTS

     7.1  A true, complete and accurate copy of the Management Accounts which
          have been extracted from the books of APM is annexed to the APM
          Disclosure Memorandum.

     7.2  The Management Accounts disclose with reasonable accuracy the state of
          affairs and of the assets and liabilities of APM as at the Management
          Accounts Date and in accordance the Accounting Requirements on a basis
          registered with the Accounts make proper provision for, reserve for or
          disclose, as appropriate, all liabilities, whether actual, contingent,
          unquantified or disputed, all capital commitments, whether actual or
          contingent, and all debts considered to be bad or doubtful as at the
          Management Accounts Date.

     7.3  No changes have occurred between the Accounts Date and the Management
          Accounts Date in the assets and liabilities shown or included in the
          Accounts other than as shown in the Management Accounts.

     7.4  No changes in accounting policies or practices have been made in the
          preparation of Management Accounts compared with the Accounts, and in
          particular the basis of depreciation adopted in the Management
          Accounts is the same as that adopted in the Accounts and in the
          audited accounts of APM for the three immediately preceding financial
          periods.

8.   EXCEPTIONAL ITEMS

                                      -49-

 
     The profits or losses of APM for the accounting period ended on the
     Accounts Date as shown in the Accounts and in the audited accounts for
     three immediately preceding financial periods (and for the period between
     the Accounts Date and the Management Accounts Date as shown by the
     Management Accounts) and the trend of profits or losses thereby shown have
     not (except as disclosed in such accounts) been affected by changes or
     inconsistencies in accounting policies or practices, by the inclusion of
     non-recurring items of income or expenditure, by transactions of an
     abnormal or an unusual nature or which have been entered into otherwise
     than on normal commercial terms.

9.   POSITION SINCE THE ACCOUNTS DATE

     In the period between the Accounts Date and the Management Accounts Date:

     9.1  no dividend or other distribution (within the meaning of that
          expression as contained in section 209 or 210 or 418 of ICTA) has been
          declared, paid or made by APM and no such dividend or distribution
          will be declared, paid or made prior to the Closing Date;

     9.2  APM has carried on its business in the ordinary and usual course
          without any interruption in its nature, scope or manner and so as
          to maintain the same as a going concern;

     9.3  APM has not written off or provided against any debts, no debt
          has been released by APM on terms that the debtor pays less than
          the book value of its debt, and no debt owing to APM has proved
          to any extent to be irrecoverable and none of the aforesaid shall
          be done prior to the Closing Date save as expressly agreed with
          Citrix;

     9.4  APM has not entered into any contract involving expenditure on
          capital account or the purchase of any capital equipment or other
          items of a capital nature and none of the aforesaid shall be done
          prior to the Closing Date save as expressly agreed with Citrix;

     9.5  the profits or losses of APM have not been affected by changes or
          inconsistencies in accounting treatment, by any non-recurring
          items of income or expenditure, by transactions of an abnormal or
          unusual nature or which have been entered into otherwise than on
          normal commercial terms;

     9.6  the business of APM has not been materially or adversely affected
          by the loss of any customer which in either of the two financial
          periods immediately preceding the Accounts Date accounted for 5
          per cent or more of the turnover of APM;

                                      -50-

 
     9.7       there has been no material adverse change in the financial
               position or trading prospects or turnover of APM and no event,
               fact or matter has occurred or so far as the Executive Directors
               are aware is likely to occur which will or is in the reasonable
               opinion of the Executive Directors likely to give rise to any
               such change;

     9.8       no contract or commitment (whether in respect of capital
               expenditure or otherwise) has been entered into by APM on terms
               which will allow for less than full recovery of costs, overheads
               and profit or which is of a long term or unusual nature, or which
               involves or could involve an obligation of a material nature or
               magnitude; and for this purpose a long term contract or
               commitment is one which will not be performed in accordance with
               its terms within three months after the date it was entered into
               or undertaken or which is incapable of termination by APM on
               three months' notice or less;

     9.9       APM has not acquired or disposed of or agreed to acquire or
               dispose of any business or any asset or assumed or acquired any
               liability (including any contingent liability) or made any
               payment otherwise than in the ordinary course of business and at
               arm's length;

     9.10      APM has not disposed of or agreed to dispose of any asset for a
               consideration payable by instalments where any instalment remains
               unpaid;

     9.11      all cash and payments of any kind received by APM have been
               credited to its accounts with its bankers and will be so credited
               until the Closing Date;

     9.12      APM has paid its creditors in accordance with the same policy as
               that adopted throughout the financial period ended on the
               Accounts Date and will continue to do so until the Closing Date
               save as expressly agreed with Citrix;

     9.13      none of the assets of APM has been diminished by the wrongful act
               of any person;

     9.14      no share or loan capital or any other security giving rise to a
               right over the capital of APM has been created, allotted or
               issued or agreed to be issued or placed under any option, and APM
               has not redeemed or purchased or agreed to redeem or purchase any
               of its share capital or passed any resolutions or made any
               capitalisation of reserves;

     9.15      there has not been any material change in the level of borrowing
               or in the working capital requirements of APM and in addition APM
               has not entered into any agreements or arrangements which are
               likely to cause a material increase in the level of borrowing or
               in the working capital requirements of APM;

                                      -51-

 
     9.16      there has not been any unusual increase or decrease in the work
               in progress of APM;

     9.17      no provision in the accounting records has been released.

10.  ACCOUNTING AND OTHER RECORDS

     10.1      All the accounts, books, ledgers and financial and other records
               of whatsoever kind of APM (including all invoices) have been
               properly kept in accordance with sections 221 and 222 of the
               Companies Act and are in the possession of APM or under its
               control, and all transactions relating to its business have been
               duly and correctly recorded therein.

     10.2      APM has none of its records, systems, controls, data or
               information, recorded, stored, maintained, operated or otherwise
               wholly or partly dependent on or held by any means (including any
               electronic, mechanical or photographic process whether
               computerised or not) which (including all means of access thereto
               and therefrom) are not under the exclusive ownership and direct
               control of APM.

11.  INDEBTEDNESS

     11.1      APM has not incurred any indebtedness in the nature of borrowings
               which it has not repaid in full or satisfied.

     11.2      The amounts borrowed by APM do not exceed any limitation on its
               borrowing contained in its articles of association or in any
               debenture or other deed or document binding upon APM and APM has
               not incurred any indebtedness except indebtedness arising in the
               ordinary course of business.

     11.3      APM has not received notice to repay under any agreement relating
               to any borrowing or indebtedness in the nature of borrowing on
               the part of APM which is repayable on demand, and there has not
               occurred any event of default under any agreement relating to any
               other borrowing or indebtedness in the nature of borrowing on the
               part of APM or any event which with the giving of notice and/or
               the lapse of time and/or a relevant determination would
               constitute such an event of default or entitle any person to
               require repayment of the same prior to the full term of the
               borrowing or indebtedness in the nature of borrowing.

     11.4      APM has no bank overdraft facilities, acceptance credits or other
               financial facilities outstanding or available to it.

     11.5      APM has not entered into any debt factoring, discounting or
               inventory finance arrangement or engaged in financing of a type
               which would not 

                                      -52-

 
               require to be shown or reflected in the Accounts, had such
               arrangement or financing been entered into prior to the Accounts
               Date.

     11.6      APM has not entered into or agreed to enter into any performance
               or other bonds and no such bonds have been given by any other
               person on behalf of APM or in relation to any of its obligations.

     11.7      There is not at the Signing Date, except for the registered
               charges full details of which are set out in the APM Disclosure
               Memorandum, any Encumbrance of any nature (including a
               conditional obligation) on or affecting the assets or property or
               any part of the assets or property of APM nor any debenture
               whether secured or otherwise or floating charge.

     11.8      All charges by or in favour of APM have been registered in
               accordance with the provisions of the Companies Act or comply
               with all necessary formalities as to registration or otherwise in
               any other relevant jurisdiction; and the registered particulars
               of all charges over any assets of APM are complete and accurate
               in all respects.

12.  DEBTS/UNPAID LIABILITIES

     12.1      No part of the sum shown in the Management Accounts, in respect
               of debtors is represented by debts which were then more than 30
               days overdue for payment and not provided for therein.

     12.2      None of the debts owed to APM at the Signing Date is subject to
               any counterclaim or set-off; and for the avoidance of doubt a
               debt shall not be regarded as realising its full value to the
               extent that it is paid, received or otherwise recovered in
               circumstances in which such payment, receipt or recovery is or
               may be void, voidable or otherwise liable to be reclaimed or set
               aside.

     12.3      APM is not owed any sums other than debts incurred in the
               ordinary course of trading.

     12.4      APM does not have any unpaid liability where the relevant bill or
               account was received more than 30 days prior to the Signing Date.

13.  NO UNDISCLOSED MATERIAL LIABILITIES

     At the Signing Date there are no material liabilities of Company or any
     Subsidiary of any kind whatsoever, whether accrued, contingent, absolute,
     determined or determinable, and to the knowledge of the Executive
     Directors, there is no existing condition, situation or set of
     circumstances that could reasonably be expected to result in such a
     liability, other than:

                                      -53-

 
     (a)       liabilities disclosed or provided for in the Management Accounts
               as of the Management Accounts Date; and

     (b)       liabilities incurred in the ordinary course of business
               consistent with its past practice since the Management Accounts
               Date.

14.  ASSETS

     14.1      All vehicles and office furniture and equipment and other assets
               used by APM are its property both legally and beneficially and
               APM has a good and marketable title thereto and none is the
               subject of any Encumbrance.

     14.2      All of the tangible assets owned and/or used by APM at the
               Signing Date (including all equipment, furniture, fixtures and
               vehicles) are, subject to normal wear and tear, at the Signing
               Date in good repair and over the period of time during which they
               will be written down to a nil value in the accounts of APM they
               are capable of being efficiently and properly used in connection
               with the business of APM.

     14.3      The asset register of APM at the Signing Date comprises a
               complete and accurate record of all the vehicles, equipment,
               furniture and other assets owned or possessed by APM.

     14.4      As at the Signing Date APM has not entered into any leasing or
               hiring agreement, hire purchase agreement, conditional sale or
               credit sale agreement, agreement for payment on deferred terms or
               any similar agreement or arrangement and it will not do so
               between the Signing Date and the Closing Date.

     14.5      As at the Signing Date APM is not in default in the performance
               or observance of any of the provisions of any agreement or
               arrangement of a type described in paragraph 14.4 full details of
               which are disclosed in the APM Disclosure Memorandum.

15.  BUSINESS NAMES

     15.1      APM does not use on its letterhead, books or vehicles or
               otherwise carry on the Business under any name other than its
               corporate name and does not own or use any trade name or business
               name other than ANSA, Digitivity, APM and Object Lab.

16.  EMPLOYEES AND CONSULTANTS

     16.1      Full particulars of the identity, job title and position, dates
               of commencement of employment and/or appointment to office,
               age, notice period, salary, benefits, restrictive covenants,
               confidentiality obligations and 

                                      -54-

 
               all other terms and conditions of employment or engagement of
               each director, consultant or employee of APM as at the Signing
               Date are fully and accurately set out in the APM Disclosure
               Memorandum and no variation in such terms and conditions of
               employment or engagement will be made by APM between the Signing
               Date and the Closing Date.

     16.2      At the Signing Date there are no outstanding offers of employment
               or engagement made to any person by APM and there is no one who
               has accepted an offer of employment or engagement made by APM but
               who has not yet taken up that employment or engagement. No such
               offers of employment or engagement will be made by APM between
               the Signing Date and the Closing Date.

     16.3      All service and employment agreements entered into by APM and in
               force at the Signing Date may be terminated by not more than six
               months' notice and without payment of compensation or damages
               other than any payments arising under statute or payment for
               wrongful dismissal. All consultancy agreements entered into by
               APM prior to the Signing Date may be terminated by not more than
               three months' notice without giving rise to any claim for damages
               or compensation. At the Signing Date there are no fixed term
               employment contracts of any nature.

     16.4      At the Signing Date no director, employee or consultant of APM:

               (a)  has given or received notice terminating his employment or
                    engagement or altering its terms, and no such person will be
                    entitled as a result of the entering into of this agreement
                    to give notice of termination or to claim for any payment or
                    benefit or to treat himself as being released from any
                    obligation; or

               (b)  is currently on sick leave which (as at the Signing Date)
                    has been continuing for more than 14 consecutive days; or

               (c)  is currently on maternity leave.

     16.5      There are no outstanding arrears of salary, wages, holiday pay or
               other remuneration due to any of APM's directors, consultants or
               employees.

     16.6      Since the Accounts Date:

               (a)  no change has been made in the rate or basis of
                    remuneration, fee or the pension or other benefits paid to
                    or provided for any director, consultant or employee of APM;

               (b)  no change has been made in any other terms of employment or
                    engagement of any such director, consultant or employee.

                                      -55-

 
     16.7      APM has not entered into any agreement or given any assurance
               (whether legally binding or not) or created any expectation
               regarding any future variation in any contract of employment or
               consultancy agreement in respect of any of its directors,
               employees or consultants or any agreement imposing an obligation
               on APM or any expectation on the part of any director, employee
               or consultant to increase the basis and/or rates of remuneration
               or payment and/or the provision of other benefits to or on behalf
               of any of its directors, employees or consultants at any future
               date.

     16.8      The APM Disclosure Memorandum contains full details of each of
               the following which at the Signing Date or at any time within the
               18 months immediately preceding the Signing Date been operated by
               APM or which APM is under any obligation (whether or not legally
               binding) to provide at any future date:

               (a)  any scheme or arrangement whereby directors or employees
                    and/or former directors or employees and/or their relevant
                    relatives or dependants may acquire shares of any class in
                    APM or option over or in respect of any such shares;

               (b)  any employee trust under which employees and/or former
                    employees and/or their relatives or dependants are the
                    beneficiaries or are entitled to receive any benefits.

               (c)  any cash bonus scheme or other employee incentive
                    arrangements not involving the issue of shares;

               (d)  any arrangement by which any commission or remuneration of
                    any kind payable or due to any director or employee or any
                    former director or employee which may be calculated by
                    reference in whole or in part to the turnover, profits or
                    sales of APM.

     16.9      In relation to any share schemes referred to in the APM
               Disclosure Memorandum:

               (a)  all documents governing such share schemes have been annexed
                    to the APM Disclosure Memorandum;

               (b)  such share schemes have at all times been operating in
                    accordance with their governing rules or terms and all
                    applicable laws;

               (c)  all documents relating to such share schemes which are
                    required to be filed with any regulatory authority have been
                    so filed, and all regulatory requirements relating to such
                    share schemes have been complied with in full;

                                      -56-

 
               (d)  all tax clearances and/or approvals necessary or desirable
                    to obtain favourable tax treatment for the operator of such
                    share schemes and/or the participants therein have been
                    obtained and have not been withdrawn, and no act or omission
                    has occurred which has or would prejudice any such tax
                    clearance and/or approval; and

               (e)  no employee, former employee or relative or dependent or
                    other participants in any of such share schemes has made any
                    claim against APM in respect thereof.

     16.10     APM has no outstanding undischarged liability to pay any
               governmental or regulatory authority in any jurisdiction any
               taxation, contribution or other impost arising in connection with
               the employment or engagement by APM of employees, directors or
               consultants other than in the United Kingdom Pay As You Earn and
               National Insurance Contributions and in the United States federal
               and state withholding and other payroll related taxes and
               Medicare in respect of employees as directors and VAT in respect
               of consultants registered for VAT.

     16.11     APM has not entered into any union membership, security of
               employment, redundancy, recognition or other collective agreement
               (whether legally binding or not) with a trade union, association
               of trade unions, works council, staff association or other
               organisation or body of employees, nor has APM done any act which
               might be construed as recognition, nor has APM in respect of any
               employee entered into any agreement with any trade union or other
               employee body representing employees concerning the introduction
               of new equipment or technology.

     16.12     At the Signing Date APM is not involved in any industrial or
               trade dispute or any dispute or negotiation regarding a claim or
               the dismissal, suspension, disciplining or varying of the terms
               and conditions of employment of any present or former employee,
               staff association or other organisation or body of employees, and
               there are no facts known, or which on reasonable enquiry would be
               known, to the Executive Directors which might indicate that there
               may be any such dispute or negotiation.

     16.13     At the Signing Date no disciplinary action, whether formal or
               informal, has been taken against and no grievance or complaint of
               sex, race or disability discrimination, whether formal or
               informal, has been raised by any employee or former employee in
               the twelve months ending on the Signing Date.

     16.14     At the Signing Date the Executive Directors are not aware of any
               facts or matters affecting any of the employees of APM which
               might reasonably be considered grounds for dismissing such
               employee or for warning such 

                                      -57-

 
               employee that the continuation of any conduct, behaviour or
               performance might lead to dismissal and no warning (whether
               formal or informal) has been given to any employee and no notice
               of termination of employment has been given to or received from
               any such employee.

     16.15     At the Signing Date no past or present director, employee or
               consultant has any claim against APM for loss of office or
               arising out of the termination of his office or employment or in
               respect of any accident or injury which is not fully covered by
               insurance and at the Signing Date there is no event which would
               or might give rise to any such claim.

     16.16     At the Signing Date no liability has been or may be incurred by
               APM for breach of any contract of service or for services, for
               redundancy payments, protective awards or for compensation for
               wrongful dismissal or unfair dismissal or for failure to comply
               with any order for the reinstatement or re-engagement of any
               employee or for any other liability accruing from the actual or
               proposed termination or variation of any contract of employment
               or for services or arising from the sale of the APM shares in
               accordance with this document.

     16.17     No gratuitous payment has been made or promised by APM:

               (a)  in respect of or contingent upon the sale of the APM shares;
                    or

               (b)  in connection with the actual or proposed termination or
                    suspension of employment or engagement or variation of any
                    contract of employment or engagement of any present or
                    former director, consultant or employee.

     16.18     At the Signing Date all monies paid or goods or services provided
               directly or indirectly or made available (whether by way of the
               provision of a credit card or otherwise howsoever) by APM whether
               as principal or surety to any of its directors or employees
               whether in respect of emoluments of employment or reimbursement
               or otherwise howsoever have been expenditure properly incurred by
               APM so as to be deductible in computing its taxable profits and
               have been declared to the Inland Revenue.

     16.19     There is no person previously employed by APM who now has or may
               have a right to return to his work or a right to be reinstated by
               APM under the provisions of the Employment Rights Act 1996.

     16.20     APM is not under any present, future or contingent liability to
               provide any goods, services, accommodation or benefit whatsoever
               (whether by way of remuneration or otherwise) to any of its
               employees or former employees.

                                      -58-

 
     16.21     APM does not have outstanding any loans or quasi loans (as
               defined in the Companies Act) or entered into any credit
               transaction (as so defined) with any of its directors or
               employees.

     16.22     All directors or employees of APM who require a work permit will
               have such a permit in force at Closing and such permit will
               remain in force for at least three months following Closing.

     16.23     APM has in relation to each of its directors and employees (and
               so far as relevant to each of its former directors and employees)
               complied with all obligations imposed on it by the Equal Pay Act
               1970, Article 119 of the Treaty of Rome, the Trade Union and
               Labour Relations (Consolidation) Act 1992, the Sex Discrimination
               Act 1975, the Race Relations Act 1976, the Disability
               Discrimination Act 1995 and the Trade Union Reform and Rights Act
               1993, the Employment Rights Act 1996 and all other statutes,
               regulations, codes of conduct and practices relevant to the
               relations between APM and its directors and employees and APM has
               maintained adequate and suitable records regarding their service.

     16.24     Within the period of one year preceding the Signing Date APM has
               not been a party to any relevant transfer as defined in the
               Transfer of Undertakings (Protection of Employment) Regulations
               1981 nor has APM failed to comply with any duty to inform and
               consult any independent trade union or employee representatives
               under such Regulations.

17.  TRANSACTIONS WITH APM SHAREHOLDERS' AFFILIATES

     17.1      There are no:

               (a)  loans made by APM to any of the APM shareholders and/or to
                    any director of APM and/or to any Affiliate of any of the
                    APM shareholders or of any such director;

               (b)  debts owing to APM by any of the APM shareholders and/or any
                    director of APM and/or by any Affiliate of any of the APM
                    shareholders or of any such director.

     17.2      There are no mortgages, charges, guarantees or other security
               arrangements entered into by APM in respect of any loans, debts
               or other obligations of any of the APM shareholders and/or any
               director of APM and/or of any Affiliate of the APM shareholders
               or of any such director.

     17.3      There are no existing contracts, transactions or arrangements to
               which APM is a party or under which it may be liable and in which
               any of the APM shareholders and/or any director of APM and/or any
               Affiliate of any APM shareholder and/or any Affiliate of any
               director is interested whether directly

                                      -59-

 
               or indirectly, and APM has not been a party to any such
               contracts, transactions or arrangements during the three years
               preceding the Signing Date.

     17.4      None of the APM shareholders nor any Affiliate of any APM
               shareholder nor any director of APM is at the Signing Date either
               individually or with any other person or persons engaged or
               concerned or interested in any way whatsoever (and whether by a
               holding of shares (other than holdings of not more than 5 per
               cent. of the issued share capital of a company quoted on a stock
               exchange) or otherwise) in any other business of a similar nature
               to or competitive with that carried on by APM.

     17.5      The APM Disclosure Memorandum sets out full details of any formal
               or informal arrangements with any of the APM shareholders'
               Affiliates and copies of any agreements (whether or not legally
               binding) relating thereto in force or to come into force between
               APM and either of the APM shareholders and/or any Affiliate of a
               APM shareholder.

     17.6      Save in relation to services provided to APM pursuant to a APM
               shareholder's employment contract with APM, APM does not depend
               in any material respect upon the use of any property, right or
               asset owned by, or facilities or services provided by any APM
               shareholder or any Affiliate of a APM shareholder.

18.  MATERIAL CONTRACTS

     18.1      There is not outstanding any agreement or arrangement to which
               APM is a party:

               (a)  which was entered into otherwise than at arm's length; or

               (b)  which establishes any guarantee, indemnity, suretyship,
                    comfort arrangement (whether or not legally binding) given
                    by APM in respect of the obligations or solvency of any
                    third party; or

               (c)  which establishes any joint venture, cooperation agreement
                    or arrangement, consortium or profit (or loss) sharing
                    agreement or arrangement; or

               (d)  which involves future capital expenditure by APM in excess
                    of (pound)50,000; or

               (e)  which, by virtue of the acquisition of the APM shares by the
                    Citrix will or may result in: (i) any third party being
                    relieved of any obligation or becoming entitled to exercise
                    any right (including a right of termination or any right of
                    pre-emption or other option); or  

                                      -60-

 
                    (ii) APM being in default under any such agreement or
                    arrangement or losing any benefit, right or licence which it
                    currently enjoys or (iii) a liability or obligation of APM
                    being created or increased; or

               (f)  which will result in APM becoming liable for any finder's
                    fee, brokerage or other commission in connection with the
                    acquisition of the APM shares by the Citrix; or

               (g)  to which any of the provisions of section 317, 320 or 330 of
                    the Companies Act apply; or 

               (h)  pursuant to which APM has sold or otherwise disposed of any
                    company, business or undertaking in circumstances such that
                    it remains subject to any liability (whether contingent or
                    otherwise) which is not fully provided for in the Accounts;
                    or

               (i)  which is a power of attorney given by APM or any other
                    authority other than authority given to a director of APM
                    which would enable any person to enter into any contract or
                    commitment on behalf of APM; or

               (j)  which is an unusual or abnormal contract having regard to
                    the nature, scope and extent of APM's business or the manner
                    in which it has been carried on in the two years ended on
                    the Management Accounts Date; or

               (k)  which has more than three months left to run and is not
                    capable of being terminated by three months' notice or less
                    without payment of compensation or damages; or

               (l)  which is of a loss-making nature (that is, considered to be
                    likely to result in a loss on Closing of performance) or
                    which cannot readily be fulfilled or performed by APM on
                    time and without undue or unusual expenditure of money or
                    effort; or

               (m)  restricting the freedom of APM to provide and take goods and
                    services by such means and from and to such persons as it
                    may from time to time think fit; or

               (n)  which is a sole or purchase option or similar agreement or
                    arrangement affecting any assets owned or used by APM.

     18.2      Each agreement, contract, lease, scheme, arrangement and
               commitment described in the APM Disclosure Memorandum or required
               to be disclosed pursuant to paragraph 18.1 to which APM is a
               party is a valid and binding agreement of APM and at the Signing
               Date is in full force and effect, and at 

                                      -61-

 
               Signing Date neither APM nor, to the knowledge of the Executive
               Directors, any other party thereto is in default in any material
               respect under the terms of any agreement, contract, lease,
               arrangement or commitment.

     18.3      Full disclosure is made in the APM Disclosure Memorandum of any
               negotiations or offers or the like at the Signing Date which are
               capable or likely to result in APM entering into any agreement or
               arrangement of a kind described in paragraph 18.1.

     18.4      APM has not assigned or sublet any of its rights under and at the
               Signing Date is not in default under agreement or arrangement of
               a kind described in paragraph 18.1 to which it is a party and
               there are no circumstances at the Signing Date likely to give
               rise to any such default, and no other party thereto is in
               default of any such agreement or arrangement and there are no
               circumstances expected to give rise to any such default.

     18.5      No agreement or transaction to which APM is a party is invalid or
               ultra vires and at the Signing Date there are no grounds for
               rescission, breach, avoidance or repudiation of any agreement or
               other transaction to which APM is a party.

     18.6      No party with whom APM has entered into any agreement or
               arrangement is at the Signing Date in default thereunder, being a
               default which would have a Material Adverse Effect on the
               financial or trading position or prospects of APM; and, so far as
               the Executive Directors are aware there are no circumstances
               which are likely to give rise to any default.

19.  BUSINESS

     19.1      So far as the Executive Directors are aware at the Signing Date:

               (a)  no customer or client of APM has ceased or has indicated an
                    intention to cease trading or dealing with APM or is
                    expected by the Executive Directors to do so;

               (b)  no director, consultant or employee will leave the
                    employment or engagement of APM as a result of the Citrix
                    acquiring APM.

     19.2      At the Signing Date no disclosure has been made by APM of any of
               its financial or trade secrets (save to Citrix and save in the
               ordinary course of business after having secured the confidential
               nature of any such disclosure) and no such disclosure will be
               authorised by APM prior to Closing.

20.  INSOLVENCY

                                      -62-

 
     20.1      No order has been made, petition presented, resolution passed or
               meeting convened for the winding up of APM or for an
               administration order in respect of APM; no receiver, receiver and
               manager, administrative receiver or liquidator has been appointed
               of the business or the whole or any part of the assets or
               undertaking of APM; and there are no circumstances likely to give
               rise to the appointment of any such receiver, receiver and
               manager, administrative receiver or liquidator.

     20.2      There are no unfulfilled or unsatisfied judgments or court orders
               outstanding against APM or by which it may be affected.

     20.3      No distress, distraint, charging order, garnishee order,
               execution or other process which a court or a similar body may
               use to enforce payment of a debt has been levied or applied for
               in respect of the whole or any part of the property, assets or
               undertaking of APM.

     20.4      No event has occurred causing, or which upon intervention or
               notice by any third party may cause, any floating charge created
               by APM to crystallise or any charge created by it to become
               enforceable, nor has any crystallisation occurred or is any such
               enforcement in process.

     20.5      In relation to any property or assets held by APM under any hire,
               hire purchase, conditional or credit sale, leasing or retention
               of title agreement or otherwise belonging to a third party, at
               the Signing Date no event has occurred which entitles, or which
               upon intervention or notice by the third party may entitle, the
               third party to repossess the property or assets concerned or to
               terminate the agreement or any licence in respect thereof.

     20.6      APM has not stopped payment nor is it insolvent or unable to pay
               its debts for the purposes of section 123 of the Insolvency Act
               1986.

     20.7      Prior to the Signing Date APM has not been a party to any
               transaction with any third party which in the event of such third
               party going into liquidation or an administration order or a
               bankruptcy order being made in relation to it or to him, would
               constitute (in whole or in part) a transaction at an undervalue,
               a preference, an invalid floating charge or an extortionate
               credit transaction or part of a general assignment of debts,
               under sections 238 to 245 and sections 339 to 344 of the
               Insolvency Act 1986.

     20.8      No person who at present is, or who at any time within the three
               years prior to the Signing Date was, a director or officer of APM
               is, or at any material time was, subject to any disqualification
               order under the Act or under any other legislation relating to
               the disqualification of directors and officers, or was the
               subject of any investigation or proceedings capable of leading to
               a disqualification order being made.

                                      -63-

 
21.  REGULATORY MATTERS

     21.1      APM has been granted and there are now in force and effect all
               necessary approvals, permits, authorities, consents and licences
               for the carrying on of its business in the places and in the
               manner in which such business is now carried on.

     21.2      The approvals, permits, authorities, consents and licences
               referred to in paragraph 21.1 are not subject to any unusual or
               onerous conditions and APM has complied with all conditions
               attached to such approvals, permits, authorities, consents and
               licences. There are no investigations, proceedings, enquiries,
               communications or other circumstances which indicate that any
               such approvals, permits, authorities, consents and licences may
               be revoked, cancelled, suspended, modified or not renewed.

     21.3      APM has at all times carried on its business and affairs in all
               respects in accordance with its memorandum and articles of
               association and all applicable laws and regulations (whether in
               the United Kingdom or any other jurisdiction).

     21.4      No outstanding notices in relation to any statutory obligation
               have been served on APM in respect of any of its assets or in
               respect of any contravention or non-compliance with or alleged
               contravention or non-compliance with any obligation or otherwise.

     21.5      APM is not a party to any agreement, arrangement or concerted
               practice and is not carrying on any practice which in whole or in
               part:

               (a)  is or requires to be registered under the Restrictive Trade
                    Practices Act 1976; 

               (b)  contravenes Articles 85 or 86 of the Treaty of Rome or which
                    has been notified to the European Commission for a negative
                    clearance or exemption or which ought to have been so
                    notified;

               (c)  contravenes or is invalidated by the provisions of the
                    Resale Prices Act 1976;

               (d)  constitutes an anti-competitive practice as defined in the
                    Competition Act 1980;

               (e)  contravenes the Fair Trading Act 1973; or

                                      -64-

 
               (f)  contravenes or is invalidated by any anti-trust, fair
                    trading, consumer protection or similar legislation in any
                    jurisdiction where APM has any assets or carries on
                    business.

     21.6      APM has not been a party to any acquisition, merger or joint
               venture which was or was required to be notified to the European
               Commission under Council Regulation 4064/89 (as amended by
               Council Regulation (EC) No. 1310/97) or which qualified for
               investigation, or in respect of which merger clearance was
               sought, under the Fair Trading Act 1973.

     21.7      There is not in existence any practice of APM which is or has
               been under investigation by or on behalf of the Office of Fair
               Trading, the Monopolies and Mergers Commission, the Secretary of
               State for Trade and Industry or the Commission of the European
               Communities or any authority having jurisdiction in anti-trust,
               monopoly, competition or consumer protection matters. APM has not
               received any process, notice or communication (formal or
               informal) by or on behalf of the Office of Fair Trading, the
               Monopolies and Mergers Commission, the Secretary of State for
               Trade and Industry or the Commission of the European Communities
               or any authority having jurisdiction in anti-trust, monopoly,
               competition or consumer protection matters in relation to any
               aspect of the business of APM or any agreement or arrangement to
               which it is or is alleged to be a party, and no circumstances
               exist which may might give rise to APM receiving any such
               process, notice or communication.

     21.8      There have not been and are not at the Signing Date pending, or
               in existence, any investigations or enquiries by, or on behalf
               of, any governmental or administrative or other body in respect
               of any of the affairs of APM.

     21.9      APM has not paid any commission or made any payment whether to
               secure business or otherwise to any person, firm or company which
               in the hands of such person, firm or company would in accordance
               with the relevant law be regarded as illegal or improper.

     21.10     No director, officer, agent, employee or other person acting on
               behalf of APM has been party to the use of any assets of APM for
               unlawful contributions, gifts, entertainment or other unlawful
               expenses relating to political or other activity, or to the
               establishment or maintenance of any unlawful or unrecorded fund
               of monies or other assets, or to the making of any false or
               fictitious entries in the books or records of APM, or to the
               making of any unlawful payment.

     21.11     All statements and declarations made to H.M. Customs & Excise or
               any other customs authority, including all import declarations,
               made by or on behalf of APM have been true complete and accurate.

                                      -65-

 
22.  LITIGATION

     22.1   APM is not a party (whether as plaintiff or defendant or otherwise)
            to any claim, litigation, arbitration, prosecution or other legal or
            quasi legal proceedings or enquiry and has not been engaged in any
            such claim, proceedings or enquiry during the three years prior to
            the Signing Date and so far as the Executive Directors are aware
            there are no claims or actions (whether criminal or civil) pending
            or threatened or anticipated by or against APM or any of its
            directors, employees or consultants in relation to APM or its
            business or in respect whereof APM is liable to indemnify any party
            concerned or may be vicariously liable.

     22.2   So far as the Executive Directors are aware, there are no
            investigations, disciplinary proceedings or other facts or
            circumstances likely to lead to any claim, action, proceeding, suit,
            litigation, prosecution, investigation, enquiry or arbitration
            involving APM.

23.  INSURANCE

     23.1   APM and its assets are insured against such risks and in such sums
            as are disclosed in the APM Disclosure Memorandum. All premiums due
            in respect of such insurances have been fully paid; and the next
            renewal date for each of such insurances is a date at least 30 days
            after the date of Closing. All such insurances are currently in full
            force and effect, and nothing has been done or omitted to be done
            which could make any policy of insurance void or voidable, or which
            is likely to result in an increase in premium; and none of such
            insurances is subject to any special or unusual terms or
            restrictions or to the payment of any premium in excess of the
            normal rate for companies similar to APM.

     23.2   No claim is outstanding at the Signing Date or at the Signing Date
            is likely to be made under any of such insurances and no
            circumstances exist which are likely to give rise to any such claim.

     23.3   So far as the Executive Directors are aware, there are no claims
            which are likely to be brought against APM by an employee, a workman
            or any other third party, in respect of any accident or injury
            occurring before Closing, which are not fully covered by insurance.

24.  ENVIRONMENTAL, HEALTH AND SAFETY CONSIDERATIONS

     24.1   APM has complied with all Environmental Laws relating to it, and in
            particular has obtained and complied with the terms and conditions
            of all permits, licences and other authorisations, and has filed all
            notifications, which are required under any Environmental Laws.

                                      -66-

 
     24.2   APM does not have, and has never had, on, in or under its land and
            property any Hazardous Materials, and APM has not manufactured, sold
            or supplied any Hazardous Materials or any products which are, or
            were, or will or are likely to become, Hazardous Materials or
            contaminated or which do not comply with all Environmental Laws.

     24.3   None of the Properties or any other properties at any time owned or
            occupied by APM has been at any time used for the purpose of or in
            any way involving the handling, manufacture, treatment, storage,
            use, generation, recycling, release, discharge, refining or dumping
            or disposal of any Hazardous Materials.

     24.4   No Hazardous Materials have been transported to, from or across any
            of the Properties or any other property at any time owned or
            occupied by APM or have been deposited, stored or located on, under,
            in or at any of the Properties or any such other property during the
            period of occupation by APM of any of the Properties or any other
            party.

     24.5   APM has not illegally managed or allowed to escape from its control
            or transferred to an unauthorised person any controlled waste as
            defined in the Environmental Protection Act 1990.

     24.6   No notices have been received concerning the disposal, storage,
            deposit, treatment, recycling or transportation of controlled waste
            at any time on the Properties or on any other property at any time
            owned or occupied by APM or concerning the terms or conditions of
            any authorisation, licence or permission relating to any such
            controlled waste and as far as the Executive Directors are aware
            there are no circumstances which may give rise to the service of any
            such notice.

     24.7   No disposal licence, site licence or waste management licence
            granted or required to be granted under the Control of Pollution Act
            1974 or the Environmental Protection Act 1990 is required in
            relation to any of the Properties and (if granted) no such licence
            has been revoked or suspended or is likely to be revoked or
            suspended.

     24.8   There is no civil, criminal or administrative action, claim,
            investigation or other proceeding, suit or prosecution pending or
            threatened against APM or any of its directors, officers or
            employees under or relating to any Environmental Laws whether in
            relation to the Properties or otherwise, and there are no
            circumstances existing which may lead to any such action, claim,
            investigation, proceeding, suit or prosecution.

                                      -67-

 
     24.9   There are no circumstances which prevent or interfere with the full
            compliance by APM with all Environmental Laws in relation to the
            Properties.

     24.10  There is no liability (actual or contingent) in relation to any of
            the Properties or any other property at any time owned or occupied
            by APM which would give rise to any liability to make good, repair,
            reinstate or clean up.

     24.11  There is no liability (actual or contingent) in relation to any of
            the Properties or any other property at any time owned or occupied
            by APM which could give rise to any liability to re-dispose or
            reprocess any waste or to remedy any effects of a disposal, spillage
            or leak or any emission of any waste or Hazardous Materials.

25.  PENSIONS

     25.1   Subject to paragraph 25.3, there are no:

            (a)   agreements or arrangements for the provision by APM of any
                  retirement or other benefit (including any pension, annuity,
                  lump sum, gratuity or other like benefit to be given on
                  retirement or in anticipation of retirement on or after
                  retirement in connection with past service, or to be given on
                  or in anticipation of or in connection with any change in the
                  nature of the service of the person in question) for any
                  director, officer or any employee or former director, officer
                  or employee of APM or for any dependants of any such person;
                  or

            (b)   any informal or ex-gratia pension arrangements, customs or
                  practices (whether or not legally enforceable) or schemes
                  involving APM.

     25.2   No proposal has been announced by APM to establish any pension
            agreement or arrangement and pending Closing no such agreements or
            arrangements shall be entered into or established nor will any
            proposal to establish such an arrangement be announced.

     25.3   The 401(k) Plan disclosed in the APM Disclosure Memorandum which is
            intended to be qualified under Section 401(a) of the Internal
            Revenue Code, is so qualified and has been so qualified during the
            period from its adoption to date, and each trust forming a part
            thereof is exempt from tax pursuant to Section 501(a) of the
            Internal revenue Code. APM has furnished to Citrix a copy of the
            most recent Internal Revenue Service opinion, notification, advisory
            or determination letter, as applicable, with respect to such 401(k)
            Plan. Such 401(k) Plan has been maintained in material compliance
            with its terms and with the requirements prescribed by any and all
            statutes, orders, rules and regulations, including but not limited
            to ERISA and the Internal Revenue 

                                      -68-

 
            Code, which are applicable to such plan. All contributions and
            payments accrued under the 401(k) Plan determined in accordance with
            prior funding and accrual practices will be discharged and paid on
            or prior to the Closing Date. There has been no amendment to,
            written interpretation of or announcement (whether or not written)
            by APM relating to, or change in employee participation or coverage
            under such 401(k) Plan that would increase materially the expense of
            maintaining such 401(k) Plan above the level of the expense incurred
            in respect thereof for the fiscal year ended prior to the date
            hereof.

26.  FINDERS' FEES

     Except for BVA Associates Limited, there is no investment banker, broker,
     finder or other intermediary that has been retained by or is authorised to
     act on behalf of APM who might be entitled to any finder's fee or
     commission from Citrix, APM or any of their respective Affiliates upon
     consummation of the transactions contemplated by the Offers.

27.  OFFER DOCUMENT

     With respect to information supplied by or on behalf of APM contained in
     this document, such information shall not at the time of delivery to
     shareholders of APM contain any untrue statement of a material fact or omit
     to state any material fact necessary in order to make the statements
     included therein not misleading. 

                                      -69-

 
                        PART B - INTELLECTUAL PROPERTY


1.   INTELLECTUAL PROPERTY RIGHTS

     As to: (i) warranties 1.1 to 1.6 inclusive in so far as they relate to
     APM's Product IPRs; and (ii) warranties 1.11 and 1.12; except as
     directly disclosed:

     1.1   All of APM's IPRs are:

           (a)    directly or indirectly identified or referred to in the APM
                  Disclosure Memorandum;

           (b)    (only in relation to (i) patent rights and applications
                  therefor and (ii) defects, in such of APM's IPRs as are
                  licensed to it, arising out of defects in the relevant
                  licensor's title and ability to grant licenses, so far as the
                  Executive Directors are aware) valid and subsisting; and

           (c)    (only in relation to (i) patent rights and applications
                  therefor and (ii) defects, in such of APM's IPRs as are
                  licensed to it, arising out of defects in the relevant
                  licensor's title and ability to grant licenses, so far as the
                  Executive Directors are aware) there is no impediment or
                  restriction on their use by APM in the Business (both as
                  currently conducted and including any planned, anticipated, or
                  reasonably foreseeable extension or change to that business).

     1.2   APM's IPRs are:

           (a)    so far as the Executive Directors are aware, not subject to
                  any charges, mortgages, liens or encumbrances; and

           (b)    not subject to any licences or other agreements other than the
                  Customer Contracts and (in relation only to such of APM's IPRs
                  as are licensed to it) the Third Party Agreements;

           affecting the same or restricting their use by APM in any way.

     1.3   Save for the Customer Contracts, there are no agreements, consents,
           permissions, undertakings or understandings which license the use of
           or dealing with APM's IPRs and there are no such agreements or other
           dealings which have been entered into or purportedly entered into by
           or on behalf of any other person.

                                      -70-

 
     1.4   There are no circumstances which could entitle a third party:

           (a)    to a licence, permission, consent or assignment of or in
                  respect of any of APM's IPRs; or

           (b)    to call for or exercise any right to use or work under any of
                  APM's IPRs;

                  save as may be provided for by the Customer Contracts.

     1.5   APM's IPRs and the Third Party Agreements will not be adversely
           affected by the acquisition contemplated by this document.

     1.6   Save for the Customer Contracts, neither APM nor any of the directors
           or employees of APM has entered, become a party to or become bound by
           any agreement for the sharing, exchanging, passing on or otherwise of
           APM's IPRs of any description to any other person, firm or
           corporation neither are there any such agreements which were entered
           into in relation to the Software.

     1.7   There have not been any actions, claims, counterclaims, applications
           or allegations impugning the validity or enforceability of any of
           APM's IPRs (only in relation to Third Party Software, so far as the
           Executive Directors are aware) or (for such as APM claims to own)
           APM's ownership thereof and (only in relation to patent rights and
           applications therefor and to Third Party Software, so far as the
           Executive Directors are aware) there are no facts, matters or
           circumstances which could give rise to any such action, claim,
           counterclaim, application or allegation. The use and exercise of
           APM's IPRs (only in relation to patent rights and applications
           therefor and to Third Party Software, so far as the Executive
           Directors are aware) does not constitute and has never constituted an
           infringement of any intellectual property or other rights owned by
           any third party.

     1.8   There have not been any actions, claims or allegations against any
           third party alleging infringement of any of APM's IPRs and (only in
           relation to patent rights and applications therefor, so far as the
           Executive Directors are aware) there are not and there have not been
           any facts matters or circumstances which could give or which might
           give or have given rise to any such action, claim or allegation.

     1.9
           (a)    Insofar as Know-how owned or used by APM and/or APM's
                  Confidential Information or any part thereof has been
                  disclosed it has been disclosed only under the terms of
                  confidentiality agreements which are intended to protect (and
                  purport to have the effect of

                                      -71-

 
                  protecting) the confidentiality of that Know-how and/or APM's
                  Confidential Information and maintain APM's rights therein.

           (b)    Subject to sub paragraph (a) above, all Know-how owned or used
                  by APM and APM's Confidential Information has been maintained
                  as confidential and, so far as the Executive Directors are
                  aware, no recipient of APM's Confidential Information has made
                  any unauthorised disclosure or any commercial use of that
                  information.

           (c)    None of the Non-Disclosure Agreements contains any grant of
                  rights to use or exploit any of the Software in any way.

     1.10  There are no Intellectual Property Rights (a) which were once owned
           or licensed to APM, and (b) which are no longer so owned or licensed
           due to the neglect, wilful act or default of APM, and (c) which if
           still so owned and licensed would be (i) within the definition of
           APM's Product IPRs and (ii) of substantial benefit to APM in the
           conduct or expansion of the Business.

     1.11  Excepting such of APM's IPRs as are identified in item 1.11 of Part B
           of the APM Disclosure Memorandum as licensed to it (or, in relation
           only to APM's non-Product IPRs, as are generally or impliedly
           identified by the Research Contracts or the Consultancy Contracts as
           licensed to it or jointly owned by it), all of APM's IPRs are:

           (a)    legally and beneficially owned by APM;

           (b)    all exclusively owned by APM and no third party has any
                  ownership rights in them; and

           (c)    not subject to any claims from employees or others.

     1.12  None of APM's IPRs which are licensed to it are exclusively licensed
           to it.

     1.13  Insofar as any of APM's IPRs are the subject of registrations or
           applications identified in Part B of the APM Disclosure Memorandum:

           (a)    all relevant registrations and applications therefor are in
                  the name of APM or (for such of APM's IPRs as APM does not
                  own) its licensor;

           (b)    all application and renewal fees have been paid; and

           (c)    so far as the Executive Directors are aware, all material
                  information (whether or not originally in written form)
                  relating to all such applications and registrations has been
                  disclosed in parts (I) and (II)

                                      -72-

 
                  of Section 7 of Part B of the Schedule to the APM Disclosure
                  Memorandum.

     1.14  APM does not require or make use of any Intellectual Property Rights
           (other than APM's IPRs) in carrying on the Business. APM has not done
           or omitted to do any act which has resulted or which may result in
           any breach or infringement of any third party's Intellectual Property
           Rights.

     1.15  All agreements and licenses (and all provisions thereof) for the use
           by APM of Intellectual Property rights not owned by APM are valid and
           subsisting, are described in the APM Disclosure Memorandum and APM is
           not in breach of any of the provisions hereof and no disputes have
           arisen or are reasonably foreseeable with respect to them.

     1.16  There are no consents or agreements which are or may become
           reasonably necessary in order (i) for APM to create and develop the
           Software to the specifications and with the functionality which APM
           is currently representing as reasonably achievable or (ii) for users
           of the Software to fully benefit from those specifications and fully
           exploit that functionality, other than consents or agreements which
           either (A) are already obtained and assured for the relevant future
           or (B) are made generally available and can be readily acquired on
           usual commercial terms for a cost which has no material effect on APM
           or on the commercial value of the Software to APM.

     1.17  In particular but without limiting the preceding paragraph, there are
           no Intellectual Property Rights or licences under them which are or
           may become reasonably necessary in order (i) for APM to create and
           develop the Software to the specifications and with the functionality
           which APM is currently representing as reasonably achievable or (ii)
           for users of the Software to fully benefit from those specifications
           and fully exploit that functionality, other than Intellectual
           Property Rights or licences under them which either (A) are already
           obtained and assured for the relevant future or (B) are made
           generally available and can be readily acquired on usual commercial
           terms for a cost which has no material effect on APM or on the
           commercial value of the Software to APM.

     1.18  Notwithstanding any disclosure, APM has never, pursuant to any
           Research Contract or Consultancy Contract, licensed or otherwise
           supplied to any other party to any of those contracts (its
           "Licensee") Intellectual Property Rights licensed or supplied to APM
           by a third party (whether or not a party to any of those contracts)
           (its "Licensor"), in any way that might give rise to any liability in
           APM in relation to infringement of third party rights by its Licensee
           resulting from Licensee's use or exploitation of Intellectual
           Property Rights belonging to or represented as belonging to the
           Licensor (other than liability fully covered by a right of APM to
           claim compensation from its Licensor).

                                      -73-

 
2.   THE SOFTWARE

     Except as directly disclosed:

     2.1   APM exclusively owns all Intellectual Property Rights in the Software
           and Supporting Materials subject only to such end-user non exclusive
           object code licences within any Customer Contract. The Software is
           all the software ever developed or acquired by APM for commercial
           exploitation (other than pursuant to any of the Research Contracts).
           The Software and the Supporting Material were specified, designed,
           written and produced entirely and solely by persons who were at all
           material times either:

           (a)    employees of APM and who produced the Software and the
                  Supporting Material as part of their duties of employment, or

           (b)    third parties (or employees of them) who produced the Software
                  and the Supporting Materials pursuant to written contracts
                  under which, notwithstanding any disclosure, all ownership and
                  possession of, and Intellectual Property Rights in, the
                  resulting Software and Supporting Materials have passed into
                  the sole ownership of APM. Except as directly disclosed, so
                  far as the Executive Directors are aware no such person (or
                  any employee of such person) has ever indicated any intent to
                  claim or interest in claiming any Intellectual Property Rights
                  in the Software.

           The persons concerned are listed in the Software Statement. No other
           persons were or have been involved in the specification, design,
           writing or production of the Software or the Supporting Material.
           None of the Software is computer-generated within the meaning of the
           Copyright Designs and Patents Act 1988 (as amended). All employees of
           APM who did work for APM in relation to the Software but have since
           ceased to be employees of APM parted from APM on good terms and so
           far as the Executive Directors are aware no such person has ever
           indicated any intent to claim or interest in claiming any
           Intellectual Property Rights in the Software.

     2.2   No person other than APM and the current and duly authorised
           employees has the Source Code or the Supporting Material in its
           possession or is entitled to possess or use the Source Code or the
           Supporting Material in any way (including pursuant to a source code
           escrow agreement). There are no escrow agreements in force under
           which any third party might contingently become entitled to such use
           or possession, nor is any person entitled to require such an escrow
           agreement to be entered into by APM. APM has in its possession a
           complete and functional copy of the Source Code and has verified it
           to be complete and functional within the last 7 days.

     2.3   The Software:

                                      -74-

 
           (a)    when used with such Third Party Software as is embedded in it
                  or supplied with it:

                  (i)   conforms in all material respects with the User Manuals
                        and all other written statements as to its features and
                        capabilities; and

                  (ii)  does not contain any defect which has a materially
                        adverse effect on its use or operation (save that it is
                        not warranted as being bug free or error free); and

           (b)    so far as the Executive Directors are aware, no Software is
                  not Millenium Compliant

           save to the extent that the recorded errors are disclosed in print-
           outs from the Radar Bugs Data Base included in Section 8 of Part B of
           the Schedule to the APM Disclosure Memorandum.

     2.4   The supply and licensing of the Software does not involve or result
           in the infringement of any third party's Intellectual Property Rights
           and does not require the permission or consent of any third party.
           Except as directly disclosed, no Third Party Software is embedded in
           any Software or otherwise included in any Product.

3.   PRODUCTS, CUSTOMER CONTRACTS AND THIRD PARTY SOFTWARE

     3.1   All Third Party Software is clearly identified as such in the APM
           Disclosure Memorandum. (In relation to such Third Party Software as
           is embedded in any of the Software or otherwise included in any
           Product, notwithstanding any disclosure) APM is fully and properly
           licensed to use or otherwise deal with all Third Party Software in
           the manner in which it has been used or dealt with by APM up to and
           including the Closing Date. Where APM has licensed or sub-licensed
           the Third Party Software or any part of it to a Customer (whether in
           association with the Software or otherwise) it has been and remains
           duly authorised and licensed to do so. Save for the parties to the
           Customer Contracts, there are no other parties to whom the Software
           has been licensed or supplied or who are otherwise entitled to
           possess, use or otherwise deal with any Products or to whom APM is
           liable to perform any maintenance or other services or provide any
           goods in relation to or connection with Products or their use.

     3.2   So far as the Executive Directors are aware, there has been no breach
           of any of the Customer Contracts nor any instance of any Customer
           using, authorising or purporting to authorise the use of the Products
           in a manner which is inconsistent with the relevant Customer
           Contracts or not authorised by APM.

                                      -75-

 
     3.3   APM had at the time it did so, full authority to enter into each of
           the Customer Contracts. The Customer Contracts are valid and
           subsisting and no disputes or potential disputes have arisen or been
           notified to APM or are reasonably foreseeable with respect thereto.

     3.4   APM is not in material breach or default in relation to any of the
           Customer Contracts and no claims or allegations have been made by any
           person to the effect that APM is in breach of any of the Customer
           Contracts and there are no facts, matters or circumstances nor has
           APM done or omitted to do any act which could amount to or result in
           any such breach or give rise to any such claim or allegation.

     3.5   So far as the Executive Directors are aware, no person other than APM
           is in breach or default in relation to any of the Customer Contracts
           and no claims or allegations have been made by any person to the
           effect that any such person is in breach of any of the Customer
           Contracts and there are no facts, matters or circumstances nor has
           any such person done or omitted to do any act which could amount to
           or result in any such breach or give rise to any such claim or
           allegation.

     3.6   So far as the Executive Directors are aware, there are no grounds for
           rescission, breach, avoidance or repudiation of any of the Customer
           Contracts or of any other agreement (in whole or in part) or other
           transaction relating to the Business to which APM is a party.

     3.7   There are no agreements or understandings (written or oral) whereby
           any of the Customer Contracts or any other such agreement, instrument
           or arrangement may be terminated or rescinded by any party other than
           APM or the Customers or whereby the terms may be worsened as against
           APM or whereby APM's IPRs or their ownership or exercise may be
           prejudiced as a result of anything done or omitted or permitted to be
           done by APM.

     3.8   APM has obtained and maintained in force all registrations under the
           Data Protection Act 1984 or any other similar legislation or
           regulations within the European Union which are necessary in order
           for APM (or any officer or employee of APM, as appropriate) to
           conduct its business in the ordinary and usual course in a lawful and
           appropriate manner.

     3.9   Except for the claims particulars of which have been disclosed in the
           APM Disclosure Memorandum, APM has not received any claims alleging
           that the Products are defective or that they have caused or
           contributed to damage or personal injury, and except as aforesaid, no
           dispute exists between APM and any customer or client of it, nor are
           there any circumstances which may give rise to any such dispute.

                                      -76-

 
     3.10  APM has not received any notice or other intimation that any of the
           Products infringe any United Kingdom or European Community
           regulations relating to safety and manufacture or that any of the
           Products sold outside the United Kingdom infringe any regulations in
           the country of sale relating to the manufacture of products of their
           kind.

     3.11  APM's advertising for the Products makes no claims for the
           performance and quality of the Products which are inaccurate; APM has
           received no complaints from any regulatory body, customer or other
           person that such advertising is misleading or deceptive or likely to
           cause confusion; and neither the sale nor the manner or terms of sale
           of the Products contravene or have contravened the Trade Descriptions
           Act 1968, the Consumer Protection Act 1961 or the Unfair Contract
           Terms Act 1977.

     3.12  No warranties or guarantees have been given or any representation
           made in respect of the Products save for the standard terms of APM (a
           copy of which is attached to the APM Disclosure Memorandum) and save
           for any guarantee or paragraph implied by law; and APM has not
           (except as aforesaid) accepted any liability or obligation in respect
           of the Products which would apply after the Products have been sold
           or supplied.

     3.13  Except as directly disclosed, APM has not entered into any agency,
           distributorship or management agreements relating to the Products,
           other than the VAR Agreements.

     3.14  There are no outstanding bids or tenders or sales or service
           proposals relating to the Products which, if accepted, would be
           likely to result in a loss to APM on performance.

     3.15  All sales, servicing and marketing arrangements entered into in
           relation to the Products have been entered into at arm's length in
           the normal course of business.

4.   THE COMPUTER SYSTEM

     4.1   The Computer System is effective and operational in all material
           respects.

     4.2   APM is the beneficial owner free from Encumbrances of all the items
           of equipment, hardware, firmware and accessories relating to the
           Computer System and no other person has any claims or rights in
           respect thereof.

     4.3   Save as provided for by the Research Contracts, the Customer
           Contracts, and the Third Party Agreements, all information and data
           held by APM on the Computer System is beneficially owned by APM free
           from Encumbrances, and APM is not subject to any restriction with
           regard to the

                                      -77-

 
           use thereof and no third party enjoys any right or permission to copy
           or hold any such information or data.

     4.4   There are in existence maintenance and support arrangements in
           respect of all material equipment, hardware, firmware, software and
           accessories used in the Computer System, and APM has not done, or
           omitted to do, any act which might entitle any provider of the
           maintenance and support services to terminate applicable agreements
           or to withhold or refuse to supply any services thereunder; and APM
           is not in dispute with such provider regarding its maintenance and
           support obligations.

     4.5   The Computer System comprises all equipment, hardware, firmware,
           software, including source code and object code, supporting materials
           and accessories which are necessary to enable APM to carry on its
           business in the same manner and to the same extent as it has been
           carried on prior to the Closing Date and the rights to use the
           Computer System or any part thereof will not be adversely affected by
           the transactions effected by this agreement.

     4.6   So far as the Executive Directors are aware, no software comprised in
           or used with the Computer System is not Millenium Compliant.

                                      -78-

 
                          PART C - PROPERTY WARRANTIES

1.   TITLE

     1.1    The Properties comprise all the properties owned, occupied or
            otherwise used in connection with its business by APM.

     1.2    Those of the Properties which are occupied or otherwise used by APM
            in connection with its business are so occupied or used by right of
            ownership or under lease or licence, and the terms of any such lease
            or licence permit such occupation or use.

     1.3    APM is the legal and beneficial owner of its leasehold interest in
            the Properties.

     1.4    The information contained in the APM Disclosure Memorandum as to the
            tenure of each of the Properties and the principal terms of the
            leases, licences and tenancies with the benefit of which each of the
            Properties is held is true and accurate in all respects.

2.   ENCUMBRANCES

     2.1    Save for service charges each of the Properties is free from any
            mortgage, debenture, charge, rent-charge, liability to maintain
            roadways, lien, annuity or other encumbrance securing the repayment
            of monies or other obligation or liability of APM or of any other
            person.

     2.2    Each of the Properties is free of any tenancy, licence or other
            arrangement entitling a person other than APM which owns the same to
            occupy the whole or any part.

     2.3    None of the Properties is subject to any outgoings, other than
            general rates, water rates and insurance premiums and, in the case
            of leasehold properties, rent and service charges.

     2.4    None of the Properties is subject to any restrictive covenants,
            stipulations, easements, profits a prendre, wayleaves, licences,
            grants, restrictions, overriding interests or other rights vested in
            third parties, and APM has not entered into any agreement or
            commitment to give or create any of the foregoing.

     2.5    Where any such matters as are referred to in the last four
            Statements have been disclosed in the APM Disclosure Memorandum, the
            obligations and liabilities imposed and arising under them have been
            fully observed and performed, and any payments in respect of them
            due and payable have been duly paid.

                                      -79-

 
     2.6    None of the Properties is subject to any option, right of pre-
            emption or right of first refusal.

     2.7    At the Signing Date each of the Properties is free from any local
            land charge, land charge, caution, inhibition or notice, and no
            matter exists which is capable of registration against any of the
            Properties.

     2.8    At the Signing Date no notice relating to the use and enjoyment of
            any of the Properties has been received or given or is likely to be
            received or given in any circumstance.

     2.9    Each of the Properties enjoys access and egress over roads which
            prior to the date of this agreement have been adopted by the
            appropriate highway authority and are maintainable at the public
            expense. Each of the Properties drains into a public sewer and is
            served by water and electricity utilities, pipes, sewers, wires,
            cables, conduits and other conducting media which connect directly
            to the mains without passing through land in the occupation or
            ownership of a third party.

     2.10   At the Signing Date there are no outstanding actions, disputes,
            claims or demands between APM and any third party affecting any of
            the Properties or any neighbouring property or any boundary walls
            and fences, or with respect to any easement, right or means of
            access to any of the Properties.

3.   PLANNING MATTERS

     3.1    None of the Properties is being or is intended or required by APM to
            be used other than for the permitted user thereof for the purposes
            of the Town and Country Planning Act 1990, the Planning (Listed
            Buildings and Conservation Areas) Act 1990 and the Planning
            (Consequential Provisions) Act 1990, the orders and regulations made
            thereunder and all legislation of a like nature (the "Planning
            Acts").

     3.2    Planning permission has been obtained, or is deemed to have been
            granted, for the purposes of the Planning Acts with respect to all
            existing development on each of the Properties, and no such
            permission has been suspended or called in, and no application for
            planning permission is awaiting decision.

     3.3    Building regulation consents have been obtained with respect to all
            development, alterations and improvements to each of the Properties.

     3.4    At the Signing Date compliance is being made and has at all times
            been made prior to such date in all respects with all planning
            permissions, orders, and regulations issued under the Planning Acts
            and all building regulation

                                      -80-

 
            consents and bye-laws for the time being in force with respect to
            any of the Properties.

     3.5    At the Signing Date compliance is being made and has at all times
            been made with all agreements under section 106 of the Town and
            Country Planning Act 1990 made with respect to any of the
            Properties.

     3.6    At the Signing Date compliance is being and has been made with all
            agreements made under section 38 of the Highways Act 1980 with
            respect to any of the Properties.

     3.7    At the Signing Date none of the Properties is listed as being of
            special historic or architectural importance or is located in a
            conservation area.

     3.8    All development charges, monetary claims and liabilities affecting
            any of the Properties under the Planning Acts or any other such
            legislation have been discharged, and no such liability, contingent
            or otherwise, is outstanding.

     3.9    All planning consents and permissions affecting the Properties are
            either unconditional or are subject only to conditions which are
            neither unusual, personal nor temporary and which have been
            satisfied or fully observed and performed up to the date of this
            agreement.

     3.10   At the Signing Date there is no outstanding strategy or informal
            notice under the Planning Acts relating to any of the Properties or
            to any business carried on thereat or to the use thereof, and there
            is no outstanding monetary claim or liability, contingent or
            otherwise, in respect of any of the Properties in relation to the
            Planning Acts.

4.   STATUTORY OBLIGATIONS

     4.1    At the Signing Date APM has received no notice alleging failure to
            comply with any statutory and by-law requirements and all European
            Union regulations directives and decisions whether implemented in
            the United Kingdom and ratified international conventions.

     4.2    At the Signing Date APM has received no notice alleging that there
            is any outstanding and unobserved or unperformed obligation with
            respect to any of the Properties necessary to comply with the
            requirements of any competent authority exercising statutory or
            delegated powers.

     4.3    There are not in force or required to be in force any licences
            whether under the Licensing Act 1964 or otherwise which apply to any
            of the Properties.

                                      -81-

 
5.   ADVERSE ORDERS

     5.1    At the Signing Date there is no resolution, proposal, scheme or
            order, whether or not formally adopted, for the compulsory
            acquisition of the whole or any part of the Properties or of any
            access or egress therefrom.

     5.2    At the Signing Date there are no closing, demolition or clearance
            orders, enforcement notices or stop notices affecting any of the
            Properties, nor are there any circumstances likely to lead to any
            being made.

6.   CONDITION OF THE PROPERTIES

     6.1    At the Signing Date the buildings and other structures on the
            Properties or of which any of the Properties form part are in good
            and substantial repair and fit for the purposes for which they are
            presently used.

     6.2    A fire certificate has been issued in respect of each of the
            Properties and at the Signing Date there has been no breach of the
            provisions or conditions contained therein.

     6.3    As far as the Executive Directors are aware none of the Properties
            has been affected by flooding.

     6.4    No building or structure on any of the Properties has at any time
            been affected by structural damage or electrical defects or by
            timber infestation or disease or rising damp or wet or dry rot.

     6.5    None of the Properties is subject to any rights of common.

7.   LEASEHOLD PROPERTIES

     7.1    APM has paid the rent and observed and performed the covenants on
            the part of the tenant and the conditions contained in each of the
            leases (which expression includes underleases) under which any of
            the Properties is held and the last demand (or receipt for rent if
            issued) was unqualified, and each such lease is valid and in full
            force.

     7.2    All licences, consents and approvals required from the landlords and
            any superior landlords under any leases of any of the Properties
            have been obtained, and the covenants on the part of the tenant
            contained in such licences, consents and approvals have been duly
            performed and observed.

     7.3    There are no rent reviews currently in progress under any of the
            leases of any of the Properties.

                                      -82-

 
     7.4    There is not outstanding, unobserved or unperformed any obligation
            necessary to comply with any notice or other requirement given by or
            on behalf of the landlord under any lease of any of the Properties.

     7.5    There are no restrictions in any leases of the Properties which
            prevent them from being used now or in the future for their present
            use.

     7.6    There is no obligation to reinstate any of the Properties by
            removing or dismantling any alteration made to it by APM or any of
            its predecessors in title and all such alterations must under the
            terms of the relevant leases be disregarded on rent reviews.

     7.7    As at the Signing Date there have been and are no disputes and as at
            such date there are not likely to be any disputes with any landlord.

     7.8    No lease of any of the Properties is expressed to be subject to any
            rights of re-entry save on the liquidation of the tenant (whether
            compulsory or voluntary) or for non-payment of rent or breach of
            covenant by the tenant.

8.   SUBTENANCIES

     The Properties are not held subject to and with the benefit of any
     tenancies and subtenancies.

9.   GUARANTEES

     9.1    There is (save in relation to the Properties) no actual or
            contingent liability on the part of APM arising directly or
            indirectly out of any agreement, lease, underlease, tenancy,
            conveyance, transfer, licence or any other deed or document
            whatsoever relating to real property or to any estate or interest
            therein entered into by APM including (but without limitation) any
            actual or contingent liability arising directly or indirectly out
            of:

            (a)   any estate or interest held by APM as original lessee or
                  underlessee; or

            (b)   any guarantee given by APM in relation to a lease or
                  underlease; or

            (c)   any other covenant made by APM in favour of any lessor or head
                  lessor.

                                      -83-

 
                            PART D - TAX WARRANTIES


1.   RESERVE FOR TAXATION IN THE ACCOUNTS

     The Accounts reserve or provide in full for all Taxation for which APM was
     in respect of all periods up to the Accounts Date liable or able to be made
     liable and the Accounts reserve for or contain a note regarding any
     contingent liability or possible deferred liability to Taxation.

2.   RETURNS AND PAYMENT OF TAXATION

     2.1  All returns, computations and notices which should have been made by
          APM for the purposes of Taxation in respect of any accounting period
          up to and including the accounting period ending on the Accounts Date
          (i) have been made punctually, are correct and on a proper basis, (ii)
          contain all information required for all the purposes of Taxation and
          (iii) are not the subject of any dispute with the Inland Revenue, the
          U.S. Internal Revenue Service ("IRS") a United States State tax
          authority or other taxation authority; APM has made all returns and
          provided all information required to be provided under the Taxes
          Management Act 1970 or other legislation relevant for the purpose or
          pursuant to any notice served thereunder; and APM is not involved in
          any dispute with the Inland Revenue Authority and/or IRS concerning
          any matter likely to affect in any way the liability (whether accrued
          contingent or future) of APM to Taxation and is under no liability to
          pay any penalty or interest in connection with any claim for Taxation.

     2.2  Computations of the profits and losses of APM and of its liability to
          Taxation for each of the accounting periods in which it has been
          trading or carrying on a business ending prior to the Accounts Date
          have been agreed with the Inland Revenue or other appropriate
          authority, and there is no unsettled appeal in respect of any year of
          assessment nor any back duty claim or other dispute with the Inland
          Revenue, HM Customs & Excise, IRS or any other relevant or appropriate
          authority as at the date of this agreement, nor are the APM
          shareholders aware of any facts or circumstances that may result in
          any such appeal, claim or dispute.

     2.3  APM has duly and punctually paid to the Inland Revenue, IRS or other
          appropriate authority all Taxation for which it is liable as a result
          of any act or omission prior to Closing.

     2.4  APM has duly and punctually deducted, withheld, or collected for
          payment (as appropriate) all Taxation which it has become liable to
          deduct, withhold or collect for payment and has paid all such Taxation
          to the Inland Revenue, the IRS or other appropriate authority.

                                      -84-

 
     2.5   APM is in compliance with the rules and regulations of the Inland
           Revenue, IRS and other authorities and the provisions of ICTA and of
           the Internal Revenue Code with respect to transfer pricing, and has
           all appropriate documentation to demonstrate that all inter company
           pricing between companies under common control is at arms' length.

     2.6   There are set out in the APM Disclosure Memorandum particulars of all
           notifications and notices received by APM under section 166 of ICTA.

     2.7   APM has properly operated the PAYE and National Insurance
           Contributions systems and has kept and maintained complete, correct
           and up-to-date records for the purposes of the legislation relating
           thereto. APM has not paid any remuneration or other earnings and has
           not provided any benefits in kind to any employees or any former
           employees without deducting or withholding income tax under PAYE or
           National Insurance Contributions (or similar provisions in other
           countries to the extent applicable to such employees or any former
           employees) therefrom.

     2.8   APM has not within the six years prior to Closing paid or become
           liable to pay any fine, penalty or interest charged by virtue of the
           provisions of the Taxes Management Act 1970 or the VATA or similar
           provisions in other countries.

     2.9   APM has not in the last six years been the subject of a PAYE audit or
           an investigation by the Inland Revenue and there are no facts which
           are likely to cause a PAYE audit or such an investigation to be made.

     2.10  No transaction has been entered into by APM since the Accounts Date
           in respect of which APM is required to make a specific return or to
           provide information to a relevant Taxation Authority and in respect
           of which the time for making such return or providing such
           information will expire on or after Closing.

3.   TAX CLEARANCES

     No transaction has been entered into by APM in respect of which any consent
     or clearance from the Inland Revenue, IRS or other appropriate taxation or
     governmental authority was required or was or could have been sought.

4.   BASE VALUES AND ACQUISITION COSTS

     4.1  Save as fully disclosed in the APM Disclosure Memorandum the aggregate
          book value (exclusive of any value attributable to an asset in excess
          of its cost) of each of the assets of APM in or adopted for the
          purposes of the Accounts does not exceed the aggregate written-down
          value of such asset for 

                                      -85-

 
          the purposes of CAA (or any other statute in another jurisdiction
          making similar provision for giving effect for tax purposes to
          depreciation of the assets of a business).

     4.2  Save as fully disclosed in the APM Disclosure Memorandum if each of
          the capital assets of APM were disposed of for a consideration equal
          to the book value of that asset in, or adopted for the purposes of,
          the Accounts, no liability to corporation tax (or any other Taxation
          applicable in another jurisdiction) on chargeable gains or balancing
          charge would arise.

     4.3  APM does not own and has not agreed to acquire any asset, nor has it
          received or agreed to receive any services or facilities (including
          without limitation the benefit of any licences or agreements), the
          consideration for the acquisition or provision of which was or will be
          in excess of its market value or otherwise than on an arm's length
          basis.

     4.4  APM has not disposed nor agreed to dispose of any asset, nor has it
          provided or agreed to provide any services or facilities (including
          without limitation the benefit of any licences or agreements), the
          consideration for the disposal or the provision of which was or will
          be less than its market value or otherwise than on an arm's length
          basis.

5.   DISTRIBUTIONS AND PAYMENTS

     5.1  No security issued by APM and remaining in issue as at today's date
          was issued in such circumstances that the interest payable thereon
          falls to be treated as a distribution under section 209 or section 418
          of ICTA.

     5.2  APM has not in the ten calendar years prior to Closing repaid, or
          agreed to repay, or redeemed, or agreed to redeem, or purchased or
          agreed to purchase any of its share capital, or capitalised or agreed
          to capitalise, in the form of debentures or redeemable shares, any
          profits or reserves of any class or description; and APM has also not
          issued any share capital as paid up otherwise than by the receipt of
          new consideration.

     5.3  APM has not issued any share capital to which the provisions of
          section 249 of ICTA could apply nor does it own any such share
          capital.

6.   TAXATION CLAIMS, LIABILITIES AND RELIEFS

     6.1  There are set out in the APM Disclosure Memorandum full details of all
          matters relating to Taxation in respect of which APM (either alone or
          jointly with any other person) has, or at Closing will have, an
          outstanding entitlement:

                                      -86-

 
          (a)  to make any claim for relief under the ICTA or any other statute
               relating to Taxation;

          (b)  to make an appeal (including a further appeal) against an
               assessment to Taxation; or

          (c)  to make an application for the postponement of, or the payment by
               instalments of, any Taxation.

          (d)  to disclaim or require the postponement of any allowance or
               relief.

     6.2  APM is not, nor will it become, liable to pay, or make any
          reimbursement or give any indemnity in respect of, any Taxation (or
          any amounts corresponding thereto) in consequence of the failure of
          any person to discharge that Taxation within any specified period or
          otherwise, where such Taxation relates to a profit, income or gain,
          transaction, event, omission or circumstance arising, occurring or
          deemed to arise or occur (whether wholly or partly) prior to Closing.

     6.3  There has been no major change in the nature or conduct of any trade
          carried by APM since its incorporation and as at Closing none of the
          activities of any such trade are or have at any time previously become
          small or negligible in scale such that any losses of APM would or
          could be precluded from being carried forward after Closing.

7.   TAX RESIDENCE AND STATUS

     7.1  APM has been resident for tax purposes in the United Kingdom at all
          times since its incorporation and will be so resident at Closing, and
          APM has never been resident in any other jurisdiction.

     7.2  APM has not at any time been a trustee of any settlement for the
          purposes of TCGA.

8.   DISALLOWANCE OF DEDUCTIONS

     No rents, interest, annual payments, emoluments, management or service fees
     or charges or other sums of an income nature (including benefits in kind)
     paid or provided by APM since the Accounts Date or which APM is under an
     obligation to pay or provide in the future are or may under the law
     currently in force be wholly or partially disallowable as deductions or
     charges in computing profits or against profits for the purposes of
     corporation tax (or any other applicable Taxation) by reason of any
     statutory provision relating to Taxation.

                                      -87-

 
9.   CORPORATION TAX ON CHARGEABLE GAINS

     9.1  Neither the signing of this agreement nor Closing will result in any
          profit or gain being deemed to accrue to APM for the purposes of
          Taxation whether pursuant to section 179 of TCGA or otherwise.

     9.2  APM has not disposed of or acquired any asset in such circumstances
          that the provisions of section 17 of TCGA did or could apply thereto.

     9.3  No Taxation is or may become payable by APM pursuant to section 189 of
          TCGA in respect of any transaction or event occurring on or prior to
          Closing.

     9.4  APM has not at any time before or since the Accounts Date made any
          claim under sections 152 to 156 or 175 or 247 of TCGA or under any
          other provision which could affect the amount of any gain accruing or
          treated as accruing on a disposal of any asset by APM; and no claim
          has been made or is capable of being made by any other company which
          affects or could affect the amount or value of the consideration for
          the acquisition of any asset by APM which is to be taken into account
          in calculating any gain on subsequent disposal.

     9.5  APM has not made any claim under any of the following:

          (a)  section 279 of TCGA (assets situated outside the United Kingdom);

          (b)  sections 48 or 280 of TCGA (tax on chargeable gains payable by
               instalments);

          (c)  section 24 of TCGA (assets of negligible value);

          (d)  sections 253 and 254 of TCGA (relief for loans to traders and
               debts on qualifying corporate bonds).

     9.6  APM is not liable to be assessed to corporation tax on chargeable
          gains or to capital transfer tax or inheritance tax as donor or donee
          of any gift or transferor or transferee of value.

     9.7  There has not accrued any gain in respect of which APM may be liable
          to corporation tax on chargeable gains by virtue of the provisions of
          section 13 of TCGA.

     9.8  APM has not since its incorporation been a member of any group or
          consortium of companies for the purposes of group relief and/or
          consortium relief (Chapter IV of Part X to ICTA), and corporation tax
          on chargeable gains (Chapter 1 of Part VI of TCGA) and has not since
          its incorporation 

                                      -88-

 
          been, or owned, a 51% subsidiary (as defined in section 838 of ICTA)
          for the purposes of surrender of surplus advance corporation tax under
          section 240 of ICTA or the making of group income elections under
          section 247 of ICTA.

    9.9   No consideration due to APM after disposal has, so far as the APM
          shareholders are aware, become irrecoverable within the meaning of
          section 48 of TCGA so as to entitle APM to an adjustment.

10. CLOSE COMPANIES

    10.1  No distribution within section 418 of ICTA has ever been made by APM,
          and no such distribution will be made prior to Closing.

    10.2  No loan or advance within sections 419 to 422 of ICTA (inclusive) has
          ever been made by APM, nor has APM released or written off or agreed
          to release or write off the whole or any part of any such loan or
          advance.

11. INHERITANCE TAX

    11.1  APM has not made any transfers of value for the purposes of section 94
          of IHTA.

    11.2  APM has not been a party to associated operations in relation to a
          transfer of value within the meaning of section 268 of IHTA.

    11.3  No asset owned by, or shares or securities in, APM is liable to be
          subject to any sale, mortgage or charge by virtue of section 212 of
          IHTA.

    11.4  There is not outstanding any Inland Revenue charge (as defined in
          section 237 of IHTA) over any asset of APM or in relation to any
          shares in the capital of APM.

12. TAX AVOIDANCE

    12.1  APM has not entered into or been party to any transaction, scheme or
          arrangement designed wholly or partly for the purpose of avoiding
          Taxation, and in particular but without prejudice to the generality of
          the foregoing any transaction, scheme or arrangement, which may result
          in a liability to Taxation on APM pursuant to any of the following
          sections, namely sections 56, 56A, 116, 395 and 399 of ICTA; sections
          703-746 of ICTA (inclusive); section 767A of ICTA; section 770 of
          ICTA; sections 774, 775 and 776 of ICTA; section 106 of TCGA; sections
          29 and 30 of TCGA; sections 61, 75 and 142 of CAA.

                                      -89-

 
     12.2  The Inland Revenue, the IRS or its equivalent in other countries has
           not investigated any transactions or arrangements involving APM with
           a view to applying section 770 of ICTA, or equivalent legislation in
           other countries, and no circumstances exist which would result in
           such an investigation, if started, resulting in any increased
           liability to taxation of APM.

     12.3  APM has not entered as lessor into any leasing transactions in
           respect of which capital allowances may be restricted or disallowed
           under section 22 or 47 of CAA.

     12.4  APM has not without the prior consent of the Treasury entered into
           any of the transactions specified in sections 765 to 767 of ICTA
           (inclusive).

13.  MISCELLANEOUS

     13.1  APM has not made any claim under section 242 or section 584 or
           section 585 of ICTA or any gain to which section 279 of TCGA could
           apply.

     13.2  APM has not entered into any such transaction as is mentioned in
           sections 780, 781 and 782 of ICTA.

     13.3  There has been no transfer of a trade or of part of a trade by APM in
           respect of which the provisions of sections 140 - 140D of TCGA might
           or would apply.

     13.4  APM has not received any foreign loan interest on which double
           taxation relief will, or may, be restricted under section 798 of
           ICTA.

     13.5  APM does not own, control or have any interest in any controlled
           foreign company or companies within the meaning of section 747 of
           ICTA.

     13.6  APM has no material interest in an offshore fund which is a non
           qualifying offshore fund within the meaning of section 757 of ICTA.

     13.7  APM has not made any exempt distribution or received a chargeable
           payment within sections 213 to 218 (inclusive) of ICTA with the
           period of five years prior to the Closing Date.

     13.8  APM has not redeemed, repaid or purchased, or agreed to redeem, repay
           or purchase, any of its own shares or any of its loan capital.

     13.9  APM has not declared or paid a foreign income dividend within section
           246A of ICTA.

     13.10 APM has not entered into any loan relationship which is for an
           unallowable purpose as described in paragraph 13 of schedule 9 to the
           Finance Act 1996.

                                      -90-

 
     13.11  APM has not entered into any loan relationships or related
            transactions which are not at arm's length for the purposes of
            paragraph 11 of schedule 9 to the Finance Act 1996.

     13.12  APM has not issued any relevant discounted security as defined in
            schedule 13 to the Finance Act 1996.

     13.13  APM has not entered into any loan relationship with a connected
            person such that section 87 of the Finance Act 1986 could apply to
            that relationship and APM has complied with all relevant provisions
            contained in Chapter II of Part IV of the Finance Act 1996 in
            respect of any loan relationships to which APM is a party.

     13.14  All loan relationships to which APM is a party comprise normal
            commercial loans for the purposes of Schedule 18 ICTA.

14.  VALUE ADDED TAX

     14.1   APM:

            (a)   is duly registered for the purposes of VAT and has been so
                  registered at all times when it has been required to be
                  registered by the relevant legislation;
     
            (b)   has complied [in all national reports] with all statutory
                  requirements, orders, provisions, directions or conditions
                  relating to VAT, including (for the avoidance of doubt) the
                  terms of any agreement reached with Customs and Excise;

            (c)   maintainsand has at all times maintained complete, correct and
                  up-to-date records for the purposes of the legislation
                  relating to VAT and has preserved such records in such form
                  and for such periods as are required by such legislation;

            (d)   is not in arrears with any payment or returns required under
                  any legislation relating to VAT, or liable to any abnormal or
                  non-routine payment, or any forfeiture or penalty or default
                  surcharge, or to the operation of any penal provision relating
                  to VAT or to pay any interest as a result of making late VAT
                  and returns;

            (e)   has not been required by Customs and Excise to give security.

     14.2   APM is not and has not at any time been treated as a member of a
            group of companies for VAT purposes and no application for it to be
            so treated has at any time been made.

                                      -91-

 
     14.3   No act or transaction has been effected in consequence whereof APM
            is or may be held liable for any VAT chargeable against any other
            company; and APM is not, and has not agreed to become an agent,
            manager or factor for the purposes of section 47 of VATA of any
            person who is not resident in the United Kingdom.

     14.4   All supplies made by APM are taxable supplies and APM is not and
            will not be denied credit for any input tax by reason of the
            operation of any provisions of VATA and the regulations made
            thereunder; and all input tax for which APM has claimed credit has
            been paid by APM in respect of supplies made to it relating to goods
            or services used or to be used for the purpose of APM's business.

     14.5   No supplies have been made to APM to which the provisions of section
            8 to VATA might apply.

     14.6   The APM Disclosure Memorandum contains:

            (a)  details of all claims made by APM in the six years immediately
                 preceding the date of this agreement in respect of which a
                 refund of VAT has been received by APM under section 36 of
                 VATA;

            (b)  all particulars of any claim for bad debt relief made in the
                 six years immediately preceding the date of this agreement, or
                 which may be made, by APM under section 36 of VATA in respect
                 of the supply of goods or services for which the whole or part
                 of the consideration has been written off in the accounts of
                 APM;

            and APM holds the records or documents required to be held by
            regulations 167 and 168 of the Value Added Tax Regulations 1995 so
            that a claim may be made at the date hereof or subsequently for a
            refund of VAT under section 36 of VATA in respect of the supply of
            any goods or services.

     14.7   APM does not have an interest in any land in relation to which an
            election has been made either by APM or by any other person to an
            exemption from VAT pursuant to the provisions of schedule 10 of
            VATA; and APM is not a party to any agreement or other arrangement
            in relation to any land pursuant to which it has agreed not to elect
            to waive exemption from VAT pursuant to schedule 10 of VATA, nor is
            APM party to any such agreement or arrangement with any other person
            pursuant to which that other person has agreed not to make such an
            election.

     14.8   All the buildings and civil engineering works on land in which APM
            has any interest have been completed for the purposes of Group 1,
            schedule 9 of VATA more than three years prior to Closing.

                                      -92-

 
     14.9   APM is not a "developer" as defined in paragraph 5 of schedule 10 of
            VATA in relation to any building or work within paragraph 5(2) of
            that schedule or to any reconstructions, enlargements or extensions
            within paragraph 5(8) of that schedule either currently being
            constructed, reconstructed, enlarged or extended or whose
            construction, reconstruction, enlargement or extension was completed
            within the ten year period prior to Closing; and no tenant, lessee
            or licensee of APM has notified APM, or could become liable to
            notify APM, under paragraph 7 of that schedule if either of the
            events referred to in paragraph 5(1)(a) or (b) of that schedule were
            to occur in relation to any such building, work, reconstructions,
            enlargements or extensions.

     14.10  APM does not use in the course or furtherance of its business any
            item to which Part XV of the Value Added Tax Regulations 1995
            applies and in respect of which the period of adjustment will not
            have expired on or before Closing.

15.  PENSION SCHEMES

            APM has not since the Accounts Date received any payment to which
            section 601 of ICTA applies.

16.  SHARE SCHEMES

     16.1   APM is not a participating company in any scheme approved under
            section 185 or 186 of ICTA.

     16.2   APM does not have in issue any shares which fall within Chapter II
            of Part III of the Finance 1988 Act.

     16.3   APM has not established or contributed to a qualifying employees
            share ownership trust as defined in schedule 5 of the Finance 1989
            Act.

17.  CAPITAL ALLOWANCES

     17.1   APM has not since the Accounts Date done or omitted to do, or agreed
            to do or permitted to be done, any act (other than the sale of an
            asset at a price equal to its market value), nor has APM suffered
            any occurrence, as a result of which any disposal value has been or
            may be required to be brought into account under section 24 of CAA,
            nor has there been, nor may there be, any recovery from APM of
            excess relief within section 42 or 47 of CAA.

     17.2   Since the Accounts Date APM has not done, nor has it omitted to do,
            nor agreed to do, nor permitted to be done, any act, nor has it
            suffered any 

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            occurrence, as a result of which any balancing charge has arisen or
            may arise under section 4 of CAA.

     17.3   APM has not made any election under section 37 of CAA or engaged in
            any short-term leasing within section 40 of CAA.

     17.4   APM has not taken or granted a lease of any assets in respect of
            which an election has been made under section 53 or 55 of CAA.

18.  STAMP DUTY AND STAMP DUTY RESERVE TAX

     18.1   APM has duly paid all stamp duty and all stamp duty reserve tax for
            which it has at any time been liable, and all documents which
            require to be stamped and which form part of title to any asset or
            which APM may need to produce in court in evidence have been duly
            stamped.

     18.2   Within the 5 years ending on the date of this agreement APM has not
            made any claim for relief or exemption under section 42 of the
            Finance 1930 Act or sections 75 to 77 of the Finance 1986 Act.

19.  GENERAL

     19.1   No act or transaction has been effected in consequence whereof APM
            has is or may be held liable for any Taxation primarily chargeable
            against some other person.

     19.2   APM does not operate any scheme approved under section 202 (payroll
            deduction scheme in respect of donations to charity) or under
            sections 169 to 184 (profit related pay) of ICTA.

     19.3   APM is not and has never been (i) a "passive foreign investment
            company" within the meaning of Section 1297 of the Internal Revenue
            Code, (ii) a "foreign personal holding company" within the meaning
            of Section 553 of the Code, or (iii) a "controlled foreign
            corporation" within the meaning of Section 957 of the Internal
            Revenue Code. This warranty is being provided only for the purposes
            of the US Taxation section in Part III of the Offer Document, and
            shall be deemed to be untrue or incorrect only in the event that
            Citrix incurs a loss as a result of a misstatement of material fact
            or an omission to state a material fact in the US Taxation section
            in Part III of the Offer Document directly related to this warranty.

The APM Statements are given subject to the matters which have been disclosed to
Citrix in terms of the APM Disclosure Memorandum (including all documents
annexed thereto). Citrix is not entitled to indemnification in respect of any
matter which is or is deemed by 

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the terms of the APM Disclosure Memorandum to have been disclosed to it. A copy
of the APM Disclosure Memorandum (and all documents annexed thereto) is
available for inspection at the offices of Taylor Joynson Garrett, Carmelite, 50
Victoria Embankment, Blackfriars, London EC4Y 0DX during normal business hours
while the Offers remain open for acceptance.

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